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HomeMy WebLinkAbout309950 T2 SYSTEMS INC - PURCHASE ORDER - 9122842PURCHASE ORDER PO Number Page City of PURCHASE 9122842 1 of 2 `t Collins This number must appear on all invoices, packing slips and labels. Date: 05/1712012 Vendor: 309950 T2 SYSTEMS INC 8900 KEYSTONE CROSSING SUITE 700 INDIANAPOLIS Indiana 46240 Ship To: PARKING SERVICES CITY OF FORT COLLINS 215 N MASON, 1ST FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 05/17/2012 Buyer: JOHN STEPHEN Note: Line Description Quantity Ordered UOM Unit Price Extended Price 1 Software subscription per agreement dated 4-13-12 1 LOT LS 15,240.90 2 Software subscription 1 LOT LS 16,764.99 3 Software subscription 1 LOT LS 6,096.36 Total $38,102.25 Invoice Address: 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 City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com PO BOX 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemption,. By stmnte the City of Fort Collins is exempt (ram state and local taxes. Our Exemption Number is 98-0H502. Federal Excise Tax Exemption Certificate of Registry 84-N100597 is registered with the Collector of Internal Revenue, Denver, Colorado (Rcf. Colorado Revised Statutes 1973. Chapter 39-26, 114 (a). Gads 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 arc not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS are subject to the City of Fell Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to exercise any rights or remedies provided herein or by law, failure to pmntptly notify the Seller in the event of a breach, the acceptance ofor payment for good hereunder or approval of the design, shall not release the Seller of any of the wana tics or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict perfbmwnee herenfor any of its rights or remedies ns to any such goads regardless of when shipped, received or accepted, as to any prior or .subsequent default hereunder, nor shall any purported Om1 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 CLAI MS. authorized payment on the pan of the City of Fort Collins. However. it is to be vnderno d that FINAL Seller and the Purchour recognize that in actual economic practice, overcharges resulting front antitmst ACCEPTANCE is dependent upon completion of all applicable requited inspection pmecdurcs. violations are 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 tiny and all claims it may now have or hereancr Freight Teens. Shipments must be F.O.B., City of Fort Collins, 7M Wood St.. Fort Collins, CO 90522, unlcca 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 nequircd by the Purchaser pursuant to this purchase order. bill 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 fmm the unrest distribution point to destination, and execs freight will be deducted from Invoice when shipments arc made front greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable Imes, regulations, ordinances and rates 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 Fort Collins harmless fmm and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and requirements. Authorintion. All panics to this contract agree that the representatives arc, in fact, bona fide and posses full and complete authority to bind said panics, LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the temw and conditions stated herein set forth and any supplementary or additional tents and conditions annexed herein or incorpnnled herein by reference. Any additional or different terns and conditions proposed by sellerarc objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your premised delivery date as noted. Time is ofthe essence, Delivery and performance most he effected within the time stated on the purchase order and the documents attached hereto. No act of the Purchasers including, without limitation, acceptance of partial laic deliveries, shall operate as a waiver ofthis provision. In the event crime delay. the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order claovhcrc and holding the Seller liable for damages however, the Seller shall not be liable for damagcs as a result of delays due to causes not reasonably foreseeable which are beyond its rcnsonable control and without its fault of negligence, such acts of God. acts ofcoil or military authorities, governmental priorities, fires, strikes. Bond, epidemics, wars or riots pmvided that notice of the conditions canine such delay is given to the Puehnsor 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 ofthe delay. 3. WARRANTY. The Seller uaoants that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/err other descriptions given, will be fit for the purposes intended, and perforated 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 loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of warn ry. The Scllcr 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 orally applicable tranxnty provided by the Seller after the date of acceptance of the goods furnished hacundcr (acceptance not to be unreasonably delayed), resdting front imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchascr shall not constitute a waiver orally claim under this warranty. Except as othenwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach ofany of the foregoing warranties or guarantees, but such liabilityshall in no event include levy of profits or dos of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make chances to legal Icons by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions fmm 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 of performance hereunder, an equitable adjustment shall be made, 6. TERMINATIONS. The Purchascr may at any time by written change order, terrninatc this agreement as to any or all portions of the goods then no shipped, subject to any equitable adjustment between the panics as to any wok or materials then in pmgrccs provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion of the gads and/or work, for ineidenal or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which are the Scllem standard stock. No such termination shall relieve the Purchaser or the Seller crony of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty t30) days From the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller ewnanrs that all goods sold hercunder 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 Imes and regulations required to be incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and held the Purchascr hamdcs fmm all costs and damages Suffered 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 hocome due hereunder without the prior written consent of the other party. 10. TITLE. The Seller wrermts full, clear and unrestricted title to the Purchaser for all equipment, materials, and items famished in perfomance of this agreement. free and clear of any and all liens, restrictions, resin:ations, security interest encumbrances and claims of others. 13. PURCHASERS PERFORMANCE: OF SELLERS OBLIGATIONS. Ifthe Purchasc, directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Scllcr, and the Seller thercti0e, indicates its inability or unwillingness to comply, the Purchaser may cause the work to be perforated by the most expeditious means available to it, and the Seller shall pay all costs associated with such week. The Seller shall release the Purchaser and its contractors of nay tier fmm all liability and claims of any nature resulting from the performance ofsuch work. This release shall apply even in the event of fault of negligence of the party relented and shall extend to the dimctom officers and employees of such party. The Seller's contmctuzl obligations, including warranty, shall not be deemed to be reducer, in any way, because such work is perforated or caused to be perforated by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, mmerial or process covered by letter, patent, trademork or copyright, the Seller shall indemnify noel 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 pmseeution or alter 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 Seller shall. at its corn expense and at its option, either procure for the Purchaser the right to continue using said equipment or pans, replace the more with substantially equal but noninfringing equipment or modify it so it becomes noninfiringing. 15. INSOLVENCY, If the Seller shall become insolvent or bankrupt, make in 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 Purchascr without liability. 16. GOVERNING LAW. The definitions ofterms used or the interpretation ofthc agreement and the rights ofall panics hereunder shall be ,.mooed under and governed by the laws ofthc State of Colorado. USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the terviees of Sellers Representatiec(s), on the premises oforhers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers 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 Seller's final completion and .acceptance, complete the work at Seller's own expense nod to the satisfaction of the Purchaser. When materials and equipnment are furnished by others for installation or erection by the Seller, the Seller shall receive, unlead, store and handle more 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 ofworkem compensation, including occupational disease bcncfts, 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. but not limited to, contractual and automobile public liability in nonce with bodily injury and death limits of m leant S300,WO for any one person. S500.000 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 of the Scllcm or his contractors employees shall do any work upon the premises ef.1hers, the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been pmvided. Such certificates shall specify the date when such compensation and insurance have been pmvided. Stich cenifinms shall specify the date when such compensation and insurance expires. The Seller agrees Choi such compensation and insurance shall be maintained unlit a0a the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assuaws the entire responsibility and liability for any and all damage, loss or injury ofany kind or nature whatsoever Co 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 r all of the Purchaser officers. agents and employees fmm 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, neglec, omission or default on the part of the Scllcr, any of his contractors, or any of the Sellers or contractors oRcers, agents or employees In case any suit or other pmceedings shall be brought against the POrchaner, or its officers, agents or employees at any time on accmml 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 officers, agents or employees as nforesaid. the Seller hereby agrees to assume the defense thereof and to defend the lime 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 Purchascr 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 againsl (he pmperm ofthe Purchaser, or said panics in or as a result of such suits or other poceedings. the Seller will at once cause the same Co be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions famish and install all guards necessary for the prevention of accident, comply with all laws and regalations with regard to safety including, hul without limitation. the Occupational Safety and Health Act of 1970 andall rules and regulations issued persmmnt thcrelo. Revised 03/2010