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HomeMy WebLinkAbout507746 DENOVO VENTURES LLC - PURCHASE ORDER - 9147387130 PURCHASE ORDER 914738 Number Page City. of PURCHASE 47387 ' of s ' `tCollins( This number must appear ` v on all invoices, packing �slips and labels. Date: 12/19/2014 Vendor: 507746 Ship To: MIS DENOVO VENTURES LLC CITY OF FORT COLLINS 28202 CABOT ROAD SUITE 300 215 N MASON, 3RD FLOOR LAGUNA NIGUEL CA 92677 FORT COLLINS CO 80524-4408 Delivery Date: 12/15/2014 Buyer: ED BONNETTE Note: PER 7310 JD EDWARDS ENTERPRISE ONE MANAGED SERVICE WO CONTRACT WITH DENOVO, AND SIGNED WORK ORDER FOR EXPENSE MANAGEMENT, ATTACHED. Line Description Quantity Ordered UOM Unit Price Extended Price 1 JDE TOOLS UPGRADE PROJECT 1 LOT LS 28,000.00 CONSULTING 2 JDE TOOLS UPGRADE PROJECT 1 LOT LS 40,320.00 LICENSE FEE 3 JDE TOOLS UPGRADE PROJECT 1 LOT LS 8,870.00 SOFTWARE MAINTENANCE Total Pay terms net 30 days Invoice Address: 190.00 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 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. COMMERCIALDETAILS. Tax exemptions. By statute the City of Fan Collins is exempt fmm state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-bsD02. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay m Internal Revenue, Denver, Colorado (Ref. Colomdo Revised Surma 1973, Chapter 39-26,114 (a). exemiu any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breacht the acceptance of., paymen, for good hereunder or approval ofthe design, atoll or release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet>peeifrcatmov, either whm shipped or due to defices of any of the warranties or obligations of this Purchase order end shall not be deemed a waiver of any right of the damage in mnsit may be resumed to you for civil, and sere not to be r,[.ad except For rmeip, of wnven pmchawr 1e arms, upon wait, perfonoanm hereof., my of its rights or remWies as to any such goods, regardless instom ions from the City of Fon Collirts, of when shipped, skived or accepted, m to my prior or subsequent default heremder, row shall any purponed oral modification or rescission of this purchase order by the Purchaser operant 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 me merchandise, services or equip., in respmve 10 this order can routs in 12. ASSIGNMENT OF ANTITRUST CLAIMS. mthovN payment on me pan of the City of Fort Collins. However, it is to be understood mat FINAL Seller end the Pu ehas,, recognize that ft mood ec is practice, overcharges ra dung from amino, ACCEPTANCE is dependent upon completion ofall applicable required inspector procedures. violations sre in far, borne by the Purchaser. Towitefore.for good cause and. consideration for executing this purchase Forks, the Seller hereby sssigrs to the Porchuer my and all claims it may raw have or hareoBer Freight Tema. Shipments must be F.O.B., City of ran Collim, 700 Wood Se, Fort Collins, CO 80522, unless acquired under federal or suite antitrust law; for such overcharges relating to the p rviculaf goods or services otherwise specified on this order. If permission is given to prepay freight and charge separmly, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill most accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various pans of the country. shipment¢ if late Purchaser directs the Seller Or correct nonconforming or defective good by a dale to be agreed upon by the enpeded firm the nearest dlsui nfica point to desti atien, and excess freight will be dedmtN from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, this, Poahaser shipments are rude from grater distam'k. may cause the work W be performed by the mat expeditious meana available m it, aid me Seller shall pay Of coats associated with such work. Permits. Seller shall pmeme at utters sole cost all neees r, permits, cenificates and he. reluirW by all applicable laws, regulations, ordinances and rates ofthe state, municipality, territory or political subdivision where the work is perfonoN, m requited by any Other duly constituted public authority havingju.sdinion aver be work of vendor. Seller further agrees to hold the City of Fort Collins harmless fmm and against all liability and lass incurred by them by reason of an assumed or established violation of any such laws, regulations, ordinances, rates and rtyuireme arts. Auth.ncation. All parties to this contract agree Out the representatives are, in fact. them fide and possess full and complete mthodry to bind said prria. LIMITATION OF TERMS, This Purchase Order expressly limits acceptance to the terra and conditiors stated herein tit forth and any supplementary or additional terms and condition annexed hereto or incorporated herein by reference. Any additional or different terms and cambiums profused by all,, are objected to and hereby ajemen 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted Time is of the essence. Delivery and Performance must be eRected within the time stated on me purehaze rider sand me documents anachW hereto. No acts of the Purchasers including, withour limitation, acceptance official late deliveries, shall operate n a waiver of mis provision. In the event crony delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages. However, the Seller shall Far be liable far damages as . result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without in fault of negligrnce, such rats of God, acts of civil or military authorities, paccomenul prionties, fires, strikes, flood, epidemics, wars or hots provided mat notice of the conditions causing such delay is given to me Purchaser within five (5) days of the time when the Seller first received knowledge thoreaf. In the event of my such delay, the date of delivery shall be extended for the period equal to the time actmlty last by reason ofthe 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 care and competence in accordance with verso rd standards for work of a similar name. The Seller agrees to hold the pumbaser hmmless fmm my lass, damage or expetae which me Purchaser may sufferer incur on account of the Sellers breanh of wmranry. The Seller dull replace, repair or make good, without cost m me pummar, my 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 my applicable womary provided by me Seller after me date of acceptance of me goods furnished hereunder (mceptmce not to be umeasombly delayed), totalling from imperf t or defective work done or materials famished by the Seller. Acceptance or use of good by the Purchaser shall not onstimm a waiver of any claim under this warranty. Except as 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 warranties or guarantees, but such liability shall in no event include loss of profits or low ofne. 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 wnOm change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, after than legal tenses, including additions to or deletoms from me quantities originally ordered in N< specifications of drawings, by verbal or wrinen change order. If my such change afecu me amount due m the time fiperfomance hereunder, m equitable adjustment shall be made. 6. TERMINATONS. The Purchaser may at may time by wriften drone order, mnoimm this agreement cos to any or all portion of me goods then not shipped, subject to any equitable Wponfical between the parties as to any work or materials then in progress provided that the Purchase, 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 ndjusment be made in favor ofine Seller with respect to any grads which are me Sellers standard stock. No such termination shall relieve the Purchaser or the Seller ofary of their obligations a m my good delivered hereunder. ). CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be assented within thirty (30) days from the dam me change Or renovation is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and famished in strict ..,Ilan. with all applicable lax, and regaled.. m which the good are subject. The Seller shall execute and deliver such documents as may he required ro effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorporated therein by this reference. The Sella agrees to indennfy ate hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a resin, of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither putty shall resign, ttarefer, or convey this order, or any monies doe or to become due hereunder without me prior written cement oldie other party. 10. TTTLE. The Seller wamns full, clean and umavichxI title to me Purchase fr, all equipment materials, said it. f ished in performm a of this agreement free and clear of my and all lies, mwrictions, resmation, security intermit encumbrances red claims of others. The Seller shall release the Purchaser and its contractors of any her from all liability and claims of any metre resulting from the performance ofsuch work. This relrase shall apply ken in the even, of fault of negligence of fte party released and shall extend m the directors, off ins and employees.fetich party. The Sellers communist obligations, orchal tag warranty, shall no, be devoted to be rednced, in any way, because such work is performed or ramped m be pefformed by the Purchaser. 14. PATENTS. Whenever the Seller is nominx! to use any design, device, material of process covered by Imeq patent, trademark copyright the Seller shall indemnify and save harmless the Purchaser fr...ny and all claims for infringement by reason of Ne use of such patented design, device, maerial or process in connection wit the conram, and shall indemnify the Purchaser for my cat expense or damage which it may be obliged to pay by reason of such inGngrmem at my time during the prosemtlm OF after the completion of the work. In tatt said equipment, or any Farm thereof or the intended use of the goods, is in such suit held to mratirme infringement and the use of said moipotent Or pan is enjoined, the Seller shall, et its own expose and in its option, either procure fr, Ne Purchaser the right to continue using aaid equipment or pans, replace the sonic with substantially equal but noninfringing equipment, or modify it so it becomes noninfnnging. 15. WSOLVENCY. If the Seller shall bremm insolvent or bankrupt, make an assignment for the benefit of creditors. appoint a or mitre for my of the Sellers property, or business, this rater nay forthwith be mottled by the Puchaucr widnow liability. 16. GOVERNING LAW. The definitions ofterms used or the into beration of the agreement and the rights of all parties hereunder shall be constmed under and governed by the laws ofthe Sue of Colorado, USA. The following Additional Conditions apply only in eases where me Seller is to perform work hereunder, including me sxnic , of Sellers Represenutive(s), on the premises of others. U. SELLERS RESPONSIBILITY. The Seller shall can, on said work at Seller's own risk until the same is fully completed and mrepted, and shall, in u of any accident, destruction or injury to me work seder materials before Sellers final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are f ished by others for installation or erection by the Seller, flue Seller shall reerive, unlmd, score and hurdle same at me site and become responible therefor as enough such mmrriak ands., equipment were being fttmibad by the Seller code the order. I S. INSURANCE. The Seller dull, at h¢ own expense, provide for me payment of workers compensation, including occupatimW disease berms, to its employees employed on or in connection with the work covered by this purchase order, water to their dependents in accordance with the laws of the some in which the work is to be done. The Seller shall also unry comprehemove general liability including, but not limited to, comnemal and automobile public liability insurance with bodily injury and death limits of at least S300,000 for any one person, S5DIL000 for my one accident and property dmmge limit per accident of S400,000. The Seller shall likewise require his contractors, if my, m Provide for such compensation said insurance. Before any ofine Sellers Or has contractors employees shall do any wank upon the premises of ophon, the Seller shall f ish the Purchaser wins a remifimm that such compeaation and maumnee have been provided. Such cer ifmtm shall specify the date when such compensation and insurance have been provided. Such cemifcare, shall specify the date when such comp rr ation and insurance expires. The Seller agmex that such compensation and irurance shall be maintained until a0er the entire work is compleed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller bereby assumes Ore entire responsibiloy and liability for any and all damage, loss or injury of my kind r mature whatsoever to parsons or property caned by or resulting Tom the execution ofine work provided for in this purchase order or in connection herrumfu The Seller will indemmufy small hold hamless me Puurcbaer and my r all of the Purchasers rfLcm, agents and employees from and against my and all claims, losses, damages, charges or exF-uw, whether direct or indirect and whether to petsma or property to which the Primmer may he put or subject by realm of any rat, action, neglect, omission or default on the pan of the Sells, any of his contractors, or any of the Sellers or ontmctors officers, agents or employees. In case any suit or other proceedings shall be brought against the Pumbnser, or its.Beers, agents or employers at any time oa account or by reason of any act scrim. neglect omissive or default of the Seller of any of his contrdnon or my of its or then oMs., agents or employees as oforesaid, the Seller hereby agtea to assume the defense thereof and to defend the perms at the Sellers own expense, to pay any and all mso, charges, avomcyc fees and mher experves, my and all judgments that may ba incurred by or obtained against me Purchaser or my of its or their officers, agents or employees in such suits or other praceedup, and in case judgment or outer lion be placed upon or obtained against the property of the Purchaser, or said parties in or as a result ofsuch suits or Omer proceedings, the Seller will at once muse me same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precanrions, famish Ford imamll all guard necessary for me pmvemion of accidents, comply with all laws and regulation with regard to safety including, but without limitation, me Occupatimul Safety and Health An of 1970 and all ones tad regulations kesocd porsumr therein. Raised 07n014