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HomeMy WebLinkAbout537374 TRANSCRIPTION GEAR INC - PURCHASE ORDER - 9142942City of Fort Collins Date: 05/23/2014 Vendor: 537374 TRANSCRIPTION GEAR INC 7280 AUBURN RD CONCORD OH 44077 PURCHASE ORDER PO Number Page 9142942 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: POLICE DEPARTMENT POLICE SERVICES 2221 SOUTH TIMBERLINE ROAD FORT COLLINS CO 80525 Delivery Date: 05/22/2014 Buyer: DAVID CAREY Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 Transcription Service Per Quote TGAQ5129 1 LOT LS Dated 04/22/2014 for Hosted Dictation Management and Typing System. To facilitate the transcription of police reports. Purchase approved Der Sole Source reauest dated 05/15/14. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul 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 20,824.40 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. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is I L NONWAIVER. 98 04502, Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Parches, to insist upon strict performance of the mars and conditions himself, failure or delay m Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26. 114 (a), exercise any rights or remedies provided herein or by law, failure m promptly modify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to .,or specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not he deemed a waiver of any right of the damage in transit, may be returned to ypu for credit and am not to be replaced except upon receipt of writtw purchaser to insist upon strict performance hereof or any of rights or mantles M to any such gods, regardless In accepeas from the City of Pon Collins of when shipped received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purodu ser operate as a waiver of any of the terms Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, oarvicas or equipment in response to this order canresult in 12, ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the part of the City of Fort Collins. However, it is to be understand thatFINAL Seller and the Purchase, recognize but in actual n e meddle,W e, mimic., ovcharges meddle, m antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures, violations are in fact home by the Purchase. Theretefien, for good cause and as consideration for executing this purchase order Ore 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 TOP Collins, 900 Wood SL, Pon Collins, CO 80522, unless acquired under federal or slate antitrust laws for tuob overcharges estate, to the pareicular goods or services otherwise specified on this order. If permission is given to prepay fma,la and charge separately, he ..,,Pat freight purchased or recited by the Purchaser puaranun this purchase oMer. bill must acamenov invoice. Additional chances for Perkins, will not be accepted. Shipment Distance Where manufacturers have distribution points in various pans of the country, shipment is expected from the Poorest distribution point to destination, and excess freight will be deducted from Invoice when shipments are made from great,, distance, Permit, Seller shall "Pence at sellers sole cost all necessary permits, certificates and licenses wa uird by AI applicable laws, regulations, ordinances and rules ofthe stale, municipality, territory or political subdivision where the work is performed, or required by airy other duly constituted public authority havingjurisdidion over the work of vendor. Seller further agrees to hold the City of Fort Collins harmless from end against all liability, and loss Burred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rates and requirements Authorization. All parries to this contract agree that the representatives are, in fact, bona fide and possess full and complete pmhavty to bind said ponies. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any sup,lipme tnry or additional min s and conditions annexed hereto or incorporated herein by reference. Any ish itianal or different terms and conditions proposed by seller me 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 M noted. Time is of the essence. Delivery and p,Cerammee must be effected within the time slated on the purchase order and the documents attached brace. NO acts of the Purchosem including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision In the event of any delay, Ns, Purchaser shall have, in addition to other legal and equimble remedies, the option of placing this oMer elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays due to reuses not reasonably foreseeable which are beyond its reasonable central and without its fault of negligence, such acts of God, acts ofcivil or military authorities, wasnamrml priomies,fires, strikes, mood, epidemics, wits riots provided that notice of the conditions causing such delay is given to the Purchase, within five (5) days of the time when the Sell, first Tereived knowledge thereof In the even, of any such delay, the date of delivery shall be extended for the period .at to the time stand ly lost by reason of the delay. 3. WARRANTY. The Sells, warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples output 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 'milar nature. The Seller agrees to hold the purchase, harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Seller breach of moral. The Seller shall Tapioca, repair or make ,and, without cos, no the pu,abuse,, any defects or faults arising within one (1) year or within such longer pound of time as may be moscGbed by law or by the terms of any applicable warranty pmvided by the Sel I, after the date of acceptance ofthe goods famished hereunder (.,,,,Inca or to be unreasonably delayed), resulting from imperfect or defective work done or materials f caushd by the Seller. Acceptance or use of goods by the Purchmer shall pat constitute a waiver of any claim under this warmoty. Except us 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 warplanes or guaranlees, but such liability shall in no event include loss of pmfus 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 terms by wPace change order. 5. CHANGES IN COMM ERCIAL TERMS. The Purehas, 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 Grange order. If any such change afiecs the amount due onhe time of,arformance hereunder, an equimble adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by women change order, terminate this agreement . In any or all p mi... of the goods then not shipped, sullen, a any equitable adjustment between the bodies as to any work or materials then in progress provided that me Perelmser shall not be liable for any claims for anticipated profits on the uncompletd 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 medical stock. No such termination shall relieva the Purchaser or Seller of any oftheir obligations as, to any goods delivered hereunder. ]. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the dale the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and famished in shier compliance with all applicable laws and regulations m which the goods are subject. The Seller sholl 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 m indemnify and hold the Purchaser harmless from all costs and damages suffered by the Pechas, as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, ranter, or convey this order, or any monies due or to become due hereunder without he prior written consent of the after pony. 10. TITLE. The Seller warrants full, clear and unasmlcted fife to the Purchaser for all equipment materials, and items Soundest in performance of this agreement, free and clear of any and all liefs, reshictions, reservations, securely interest encumbrances and claims ofofters. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or defctive goods by a date to be spread upon by the Purehasm and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may cause the work to be performed by the most expeditions means available to i1, and the Seller shall pay all costs associated wish such work. The Sell, shall release the Purchaser and its contractors of any her from all liability and claims of any nature resulting from the perfalmance of such work. This release shall apply even in the event of find, of negligence of the perry released and shall extend to the directors, officers and employees of such party. The Seller's coureclwl 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. Wheneve, the Seller is required 1. use any design, device, material or process covered by letter, patent, trademark wpy,igfit, the Seller shall indemnify and save harmless the Purchase, 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 of damage which it rosy be obliged m pay by arson of such infringement at any time doting the prosecution or after the completion of the work. In ease said equipment, or any pan thereof or the intended use of the goods, is in such snit held to constitute inGngement and the use of said equipment or pan is enjoined, the Seller shall, at its we expense and at its option, either procure foe the Purchaser Ore night to coninue using said equipment or parts, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes noninGrnging. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, 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 Purchase,.,me., liability. 16, GOVERNING LAW. The definitions of terns used or the interpretation ofthe agreement and the rights of all parties hereunder shall be conshued under and 6winued by the laws of the Sate of Colorado, USA. The following Additional Conditions apply only in cases , where the Seller is to perform work hemdm, including the services of Scllera Represenmtive(s), on thepremems aforhea. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own nsk until the same is fully completed and accepted, and shall, in e of any accident, destruction or injury to the work and/or mmeria6 before Seller's final completion and acceptance, complete the work at Seller's own expense and to the sulisfaction ofthe Purchaser. When materials and equipment are famished by others for installation or erection by the Seller, the Seller shall receive, unload, stare and handle same at the site and become responsible therefor as though such materials and/or equipment wmebeing furnished by the Sellerenderthe order. 18. INSURANCE. The Seller shall, at his awn 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, ,a&., 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, be, not limited to, contractual and automobile public liability insucmce with bodily injury and death limits of at least 5300,000 for any one person, S500,000 for any one accident and property damage limit per accident of S400,000. The Seller shall likewise mr,mr, his onlr:ntors, 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 of orhers, me Seller shall famish me Purchaser with a certificate that such compensation and Insurance have been provided. Such certificates shall specify the date when such compensation and insurance gave 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 russ,R . 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes me entire responsibility and Irate try for any and all damage, loss or injury of any kind or nature wharma,c, a persons or papery capsed by o, retailing from the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and bold harmlese the Pmchuser mad any or all of the Parchaars ORcen, agents and employees from and against any and aimmrs all chains, losses, daag, 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 can the pan of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be bought 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 e, or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume she defense thereof and re defud the same at the Seller own expense, to pay any and all wets, charges, mmmeys fees and other caginess, any and all judgmens that may be incurred by or obtained against the Purchaser or any of its or Inch omcers, 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 Purchaar, or said ponies 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 rake all safety precautions, famish and insist[] all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without lirommar, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 03I2010