HomeMy WebLinkAbout507746 DENOVO VENTURES LLC - PURCHASE ORDER - 9125155Fort Collins
Date: 10/29/2014
Vendor: 507746
DENOVO VENTURES LLC
28202 CABOT ROAD SUITE 300
LAGUNA NIGUEL CA 92677
PURCHASE ORDER
PO Number Page
9125155 1of2
This number must appear
on all invoices, packing
sli ; and labels.
Ship To: MIS
CITY OF FORT COLLINS
215 N MASON, 3RD FLOOR
FORT COLLINS CO 80524-4408
Delivery Date: 09/25/2012 Buyer: ED BONNETTE
Note: PER 7310 JD EDWARDS ENTERPRISE ONE MANAGED SERVICE;
CONTRACT AND SIGNED WORKORDER ASSIGNED FROM AMX TO
DENOVO VENTURES LLC DUE TO BUYOUT SEPT 2012.
Line Description Quantity UOM Unit Price Extended
Ordered Price
4 PO 9125155 ADDENDUM
Core implement Expense Module
1 LOT EA
This is related to the expense module Accounting would like to implement.
Total costs are to be finalized but Mike B. wanted to make sure IT encumbered our portion.
Total costs not final yet.-C. Banister 10/29/14
(W/O FOR 7310 JOE CONSULTING CONTRACT TO BE ISSUED TO DENOVO WHEN COST FINALIZED).
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by Gerry S. Paul
City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580
Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com
Pay terms net 30 days
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
jtiofg Page 2 of 2
I. COMMERCIAL DETAIL$.
Tax exemption. By statute the City of Fort Coll ina is exempt from sate and local taxes. Our Exemption Number is
98-04502. Federal Excise Tax F emptim Cenificak of Registry 84-6000587 is registered with the Callecmr of
Internal Revenue, Denver, Colorado (Ref. Colorado Revised Samtn 1973, Chapter 39-26. 114 (a).
Gaud Rejected. GOODS REJECTED due to failure to meet specificalimta cubm when shipped or due m defects of
damage in ...is may be retuned Ir you for credit and are not to he replaced excepr upon recaipl of.611.
iusmdmin from the City of Fort Collins.
Inspection. GOODS are subject to the City of Pon Collin unpecfien as arrival.
Final Acceptance. Receipt of the merchandise, services or equipment in response or this oNa can result in
authorized pworcnl on the pan of the City of Fiat Collins. However, it is to be understood that FINAL
ACCEPTANCE is dependent upon completion of all applicable required inpe him pononhi es.
Freight Terms. Shipments must be RO.B.. Ciry of Fon Collins, 700 Wood St., Fort Collins, CO 80522, unless
otherwise speci fed on this order. if permission is given to prepay freight and charge sepamkly, the original freight
bill mnl accompany invoice. Additional charges far waking will not be accepted
Shipment Distance. Where manufacturers have dislnbmmg Points in various pans of the country, shipment is
expected from the nearest distribution point to destination, and excess freight will be, deducted tram Imwm when
shipments are made from greater distance.
Permits. Seller shall pmeare al sellers sale cast all necessary permits, certificates and licenses required by all
applicable laws, regulation , ordinances and rules of the state, municipality, territory or political subdivision where
the work is performed, err required by tiny other duly constituted public authority having jurisdiction over the work
of vendor. Seller further agrees to hold the City of Fort Collins himileos from and against all liability and loss
eurrM by them by reason of an asserted or established! violation of any such laws, regulations, ordinances, roles
nd requirements.
Authorization. All parties In this cranium agree nhat the representatives are in fact, bona fide and possess full and
complete authority to bind said ponies.
LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated
herein set forth and any supplementary or additional tern¢ and condition mmexed hereto or incaryaroed herein by
reference. Any additional or different began and conditions proposed by seller are objected to and hereby rejected.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment f anlvc on your
promised delivery dark as noted. Time is of the essence. Delivery and performance muss be eR red within the time
sated on the purchase order and ties documents attached heem. No ace of rise Foreigners including, without
limitation, acceptance of paarbd late deliveries, shall opemm as a waiver of this provision. In the event ofery 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 dmaRes. Hmon tu, the Seller shall not be liable far damages as a result of delays
due to causes not masonably foreseeable which art Mond in ressorable control and wife m its fault of negligence,
such aces of cod, mks orcivd err military aumomies, governmental prionfies, firm, strikes, flood, epidemics, wars or
rots provided that notice of the condition caning such delay is given ro the Purchaser within five (5) days of the
time when me Seller first received knowledge ferrof In the event of any such delay. Ne dace of delivery shall be
extended far the period equal to the, time ail ally lost by reason ofthe delay.
3. WARRANTY.
The Seller wmmnts that all Inside, articles, materials and work covered by this order will conform wit applicable
drawings, specifications, samples and/or other description given, will be fit for the puryaaes intended, and
perfamed with the highest degree of care and competence in accordance with accepted standard 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 ofwarmnty. The Seller shall replace, action or make
POOL 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 Her the date of
acceptance of the Icnds famished hereunder (acceptance not to he unreasonably delayed), rewhow firm imperfect
or defective work done or materials famished by the Seller. Acceptance or use of goad by the Purchaser shall not
constitute a waiver of any claim under this wamnty. Except as oherwise provided in this purchase order, the Sellers
liability hereunder shall extend to all damages proximately caused by me breach of any of the foregoing woronlies
or guarantees, but such liability shall in no even include loss ofprof x or lass of use. NO IMPLIED WARRANTY
OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY.
4. CHANGES IN LEGAL TERMS.
The Porchner may make changes Ir legal terms by written change order
5. CHANGES IN COMMERCIAL TERMS.
The Purchaser may tttoke any changes to the terns, other than legal Tema, including addition to or deletion from
the afternoon originally ordered in the specification or drawings, by vedal of woitten change order. If any such
change affects the amount due or the lime of Performance hereunder, an equitable adjustment shall he made.
6. TERMINATIONS.
The Purchaser may at any time by van ow change order, terminate this agreement us to any or all portion of the
goods turn not shipped, subject to any equitable w5jtmmem bemreen the parties as to any work or materials then in
progress provided that the Fureham shall not be liable for any claims tom anticipated profin on the wasimphand!
Portion of fc goods and/or work, for inidea ml or consequential damages and that an such armament he made in
favor of the Seller with a spttt m any goods which are the Sellers standard stack. No such termination shall relieve
the Purchaser or the Seller ofeny oftheb obligation as many grad delivered hereunder.
q. CLAIMS FOR ADJUSTMENT.
Any claim for adjustment most he noticed within thirty (30) days from the dam the change or termination is
ordered.
8. COMPLIANCE WITH LAW.
The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and Finished] in strict
complains, with all applicable laws and na ifinion or which the good are subject. The Seller shall execme and
deliver such documents in maybe required to effect or evidence compliance. All laws and regulations required to be
incorporated in agreements of this character we hereby incorporated herein by this reference. The Seller agrees to
indemnify and hold the Purchaser harmless from all costs and damages suffered by we Purchaser in a result of the
Sellers failure to comply wen such low.
9. ASSIGNMENT.
Neither any shot] assign, turner, or convey this order, or any monies due or a become due hereunder without the
prior women consent ofnhe other party.
10. TITLE.
The Seller warrants full, clear and unrestricted title to the Perchaar for all equipment, materials, and items furnished
in performance of this agreement, free and clew of any and all lien, reseictiona, reservations, security interest
encumbrances and claims of.thers.
11. NON WAIVER.
Failure of the Purchaser to inlst upon shoo prfomance of the term and condition hereof. failure or delay to
oxorrite any rights or acoustic, provided herein or by law, failure m promptly notify the Sella in the event of a
breach the acceptance ofor payment for goods hereunder or approval ofthe design, shall not release the Salle of
any of the somntias an obligationa of this purchase order and shall trot be deemed a waiver of any right of the
purchaser to must upon strict performance hermfm any of in rights of remedies in to any such good, regardless
of when shipped, received or accepted, as to any Prior or subsequent default hereunder, nor shall any purported
ored modification or rescission of this purchase order by the Pmchaur upgrade as a waiver of any of dre terms
hereof.
12. ASSIGNMENT OF ANTITRUST CLAIMS.
Seller and the Purchaser rccognve Nat in nomad tt es m is practice, overcharges; resulting froanon cal
violation we in fact home by the Friedman. Foraoforefor tgood cause am in consideration for executing this
purchase order, the Seller hereby assigns Ir the Purchaser any ark all claims it may now nave or hereafter
acquired under federal in sate comment laws for such overcharges relating to the particular good or services
purchased or inquired by the Purchaser pursuant to this purchase order.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
If the Purchaser direm fie Seller to comm nonconforming or defective good by a dare to be agreed upon by the
Purchaser and the Sella, and the Seller thereafn indicates its inability or unwillingness m comply, the Purchaser
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.
The Seller shall release the Purchaser and its contactors of any tier fmm all liability and claims of any nature
resnll in, from the performance ofmch work.
This release shall apply even in the event of fault of negligence of the party released and shall extend to the
directors, affirms and employees of such wary.
The Sellers contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because
such work is performc err crossed to be performed by the Purchoser.
14. PATENTS.
Whenever the Seller is nyuirol to ne any design, device, material or process covered by letter, patent, vademark
or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement
by reason or the use of such parented design, device, material or procres in connection with the concoct, and
shall indemnify the Purchaser for any cost, expense or damage which it may be obliged a pay by reason of such
infringement many 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 good, is in such suit held to conturs, infringement ark fe use of
said equipment or pear is joined, the Sella dull, at its own expense and at its option, either procure for dre
Purehasar the right to continue using said equipment or pans, replace the same with substantially equal bur
noninfringing equipment, or modify it an it becomes manufacturing.
15. INSOLVENCY.
If the Seller shall become insolvent or hak:npL make an assignment for the benefit of creditors, appoint a
or trustee for any of the Seller Property or business, Nis coda may forthwith be canceled by the
Purchastt without liability.
16. GOVERNING LAW.
The definition ofterms used or the comminution ofthe agreement and the rights of all parties hereunder shall Ire
owrom under and grvemed by the laws offe Sate ofColomdo, USA.
The following Additional Condition apply only mines
where the Stiller is to perform work hereunder,
including the services of Sellers Representanve(s), on the monism infirmary.
Il. SELLERS RESPONSIBILITY.
Th<Sella shall carry, on said work at Seller's awn .,it until the same is fully mon,leled and accepted, and shall,
in u of any accident, destruction or injury to the work mrFor materials before Seller's final completion and
acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchaser. When materials
and equipment are mmished by others for installation or erection by the Seller, the Seller shall receive, unload,
some nand handle same of the sire and become responsible therefor as though such minimal, amVor cmdw em
were being furnished by the Seller under Ne order.
18. INSURANCE.
Ile Seller shnlL at his own expense, provide for fie payment of workers compensation, including occupational
disease benefits, Ir its employees employed on err in counting with she work covered by his purchase order,
and/or to their dependents in accordance with the laws ofine sale in which the work is to be dome. The Seller
shall also can comprehensive general liability including, but not limited to, comment.] aced automobile public
Hawliry, inaumnce with bodily injury and death limits of at beat S300,000 too any one person, 8500,000 for any
age accident and property damagerlimit pm accident of 5400,000. The Seller shall likewise require his
cmnmeton, if any, to provide for such compensation and intmwe. Before any of the Seller or his contractors
employees shall do any work upon the premises of others, the Seller stall famish the Purchaser with a ccnificene
that such compensation and insurance have been provided. Such certifcmo shall specify the date when such
compensation willinvice urhave been provided Such eenifcarm shall specify the data when such compensation
M inamnnce expires. The Serer agree than such crmpewtirn and inumnce shall be mainaimM until after the
entire work is completed artd accepred
19. PROTECTION AGAINST ACCIDENTS AND DAMAGES.
The Seller hereby assumes fie entire respo sibilim and liability far any and all damage loss or injury of any kind
or nature whensoever to person or property caused by or reading firm me execution oflk work provided far in
this purchase order or in connection herewith. The Sella will indemnify and hold hmmless dre Purchaser and any
or all of the Purchasers officers, agents and employees firm and against any and all claims, losses, damages,
changes or expenses, whether direct or indirect, and whether to person or property to which fe Purchaser may
he put or subject by reason of any act, action, neglect, omission or default on the pan of the Seller, any of his
contraction, or any of Ne Sellers or enormous officers, agents or employees. In case any suit or other
proceedings shall be brought against we Purchaser, or in oficcrs, 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 wntmetors or any of in or
their ofcers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and na
defend the same at the Sellers own expense, to pay any and all casts, charges, attorneys fees and other asperities,
any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their ofcers,
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 Purchase, or said parties in or as a result of such suits or other proceedings,
the Seller will at once canoe the same to be dissolved and discharged by giving bond or aberwise. The Seller and
his commcton shall take all safety precautions, furnish and install all guards necessary 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 tales and regulations issued pursuant thereto.
Revised Ol/2014