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HomeMy WebLinkAbout296701 TIBURON / COMPUDYNE - PURCHASE ORDER - 9117596Fort Collins Date: 06/14/2012 PURCHASE ORDER PO Number Page 9117596 1 of 2 This number must appear on all invoices, packing slips and labels. Vendor: 296701 Ship To: POLICE DEPARTMENT TIBURON / COMPUDYNE POLICE SERVICES 6200 Stoneridge Mall Road, Suite 400 2221 TIMBERLINE ROAD Pleasanton California 94588 FORT COLLINS Colorado 80525 Delivery Date: 12/23/2011 Buyer: JAMES O'NEILL Note: Line Description Quantity Ordered UOM Unit Price Extended Price 2 Addendum CP001 1 LOT EA 36,793.00 Per change proposal Total $36,793.00 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill ll, 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 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 taxes. Our Exemption Number is I I. NONWAIVER. 9R-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000597 is registered with the Collector of Failure of the Purchaser m insist upon strict performance of the terms and conditions herenL failure or delay to Internal Revenue. Denver. Colorado (Ref. Colorado Revised Shares 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 ofor payment for goods hereunder or approval ofthc design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet spccificmioaa, either when shipped or due to 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 returned to you for credit and am not to be replaced except upon receipt of written Purchaser to insist upon strict performance hercofor any of its rights or remedies as marks, such goods, regardless instructions from the Cory of Fen Collins, of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modification err rescission of this purchase order by the Purchaser upemtc as a waiver of any of the leans Inspection. GOODS am subject to the City of Fart Collins inspection on arrival. 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 practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. 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 any and all claims it may now have or herea0cr Freight Terms. Shipments must he F.O.B.. City of Fort Collins. 700 Wood St.. Fort Collins. CO 90522. unless acquired under federal or state antitrust Imes for such overcharges relating to the particular goods or services other, ise specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased m Required 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 manufzeturcrs have distributing Points in various pans of the country, shipment is Ifthe Purchaser directs the Seller to comet nonconforming or defective goods by a date to be agreed upon by the expected form the merest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability munwillingness to comply. the Purchaser shipments arc 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. Permit,. Seller shall procure at sellers sole cost all necesmary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules 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 lumber agrees to hold the City of Fort Collins harmless from and against all liability and loss insured by them by reason of an asserted or established violation crony such laws, regulations, ordinances, roles and requirements Authors moon. All panics to this contract agree that the representatives arc, in fact, bona Ode and possess full and complete authority to bind mid panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set Roth sad any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by'seller are 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 be eRecled within the time stated on the purchase order and the documents attached hereto. No acts of the Pamhmcrs including, without limitation, acceptance of partial late deliveries, shall operate as a waiver ofthis provision. In the event of any delay, the Purchoser shall have, on 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 rosalt 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 of civil or military authorities. govemmcntal 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 knnwicdge therm[ In the event of any such delay, the date of del ivory shall be extended for the period equal to the time actually lost by mason of the delay 3. WARRANTY. The Seller warrants 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 cam and competence in accordance with accepted smadards 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 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 form! of time as may be prescribed by law or by the terms ofany applicable warranty provided by the Seller after the date of acceptance of the goods furnished 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 warranty. Except as otherwise provided in this purchase order, the Scllcrs liability hereundershallextend to all damages proximally caused by the breach of any of the foregoing warranies or guarantees, but such liability shall in no event include loss ofpmfits or loss cruse. 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. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms. other than legal terms, including additions to or deletions 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 ofpertorm ence hermnder. an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate 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 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 arc the Scllers standard stock. No such termination shall reline the Purchaser or the Seller of any oftheir obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must he asserted within thirty (30) days from the date the change or termination is ordered. R. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and famished 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 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 hamdcm from all costs 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 or to become due hereunder without the prier written consent of the other parry. 10. TITLE. The Seller warrants full, clear all unrestricted title to the Purchascr for all equipment, materials, and items famished in perfnrmance of this agreement, face and clear of any and all liens, restrictions, resenations, .security interest encumbrances and claims fothers. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims crony nature resulting from the performance ofsuch work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the director, officers,and employees ofsuch party. The Seller's dotmctuel obligations, including warn nry, 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. Whencwcr the Seller is required to use any design, device, material or process covered by Inner. patent, a demark or copyright, the Seller shall indemnify and save harmless the Purchaser form any and all claims for infringement by reason of the use of such patented design, device, material or process on connection with the contract. and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason ofsch infringement at any time during the prosecution or after the completion of the work. In case mid equipment, or any part thereof or the intended use of the goods, is on such suit held to constitute infringement and the use of said equipment or pan is enjoined, the Seller sho11, at its own expense and at its option, either procure for the Purchascr the right to continue using said equipment or parts replace the same with substantially equal but noninfringing equipment, or modify it so it becomes ooninfringing. 15ANSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors. appoint a receiver or loose for any of the Scllcrs pmpeny or business, this order may fonhw'ith he canceled by the Purchaser without liabilorv. 16. GOVERNING LAW. The definitions oftemu used or the interpretation offl c agreement and the rights ofall panics hereunder shall be construed under and governed by'the laws ofthc State of Colomdo. USA. The following Additional Conditions apply only in cases where the Seller is to perform work hcramder. including the services of Scllcrs Reprcsentative(s), on the premises offalyds. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers man risk until the same is fully completed and accepted, and shall, in ease of any accident, destruction or injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Sellers own cxpeasc and to the satisfaction of the Purchaser. When materials and equipment arc famished by others for installation or erection by the Seller. the Seller shall receive, unload. store and handle make at the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order, 19. INSURANCE. The Seller shall, to his own expense, provide for the payment of workers composition, including occupational disease hencfts, in 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, contmcrml and automobile Public liability insurance with bodily injury and death limits of at least 5300.000 for any one person, 5500.000 for any one accident and property damage limit per accident of 5400.000. The Seller shall likewise require his contractors, if any, to Provide for such compenc Lion and insurance. Before any of the Sellers or his contractors employees shall do any work open the premises of others, the Seller shall famish the Purchaser with a certificate 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 he maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Scllcr hercb-v assumes the entire responsibilityand liability for any and all damage, loss or injury of any kind mat ure ture whatsoever to persona or propdry caused by or resulting from the execution ofthe 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. w'hdher 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 contractors, ar any of the Scllcrs or contractors officers, agents or employees. In ease any suit or other proceedings shall be hmught against the Purchascq 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 oficcm, agents or employees as aforesaid. the Seller hereby agrees to assume the defense thereof fad 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 oReers. agents or employees in such suits or other proceedings, and in case judgment or other lien he placed upon or obtained against the property ofthe Purchascq or said panics in or as a result ofsuch suits or other proceedings, the Seller will at once cause the same to he di.h ed and discharged by giving bond or offid wise. The Seller and his contractors shall take all safety precautions, famish and install all guards necessary for the prevention of accidents, comply with all Imes and regulations with regard to safety including, but without limitation. the Occupational Safety and Health Act of 1970 and all odes and regulations issued pursuant therein. Revised 03/2010