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HomeMy WebLinkAbout507746 DENOVO VENTURES LLC - PURCHASE ORDER - 9150054Fort Collins Date: 01/07/2015 Vendor: 507746 DENOVO VENTURES LLC 28202 CABOT ROAD SUITE 300 LAGUNA NIGUEL CA 92677 PURCHASE ORDER PO Number Page 9150054 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: MIS CITY OF FORT COLLINS 215 N MASON, 3RD FLOOR FORT COLLINS CO 80524-4408 Delivery Date: 01/07/2015 Buver: ED BONNETTE Note: THIS PURCHASE ORDER IS FOR THE PROCUREMENT OF GOODS AND/OR SERVICES, AS NEEDED DURING THE CURRENT CALENDAR YEAR. DOLLAR AMOUNTS SPECIFIED ARE ESTIMATES AND NOT A PROMISE TO PURCHASE ANY MINIMUM AMOUNT OF SUCH GOODS AND/OR SERVICES. Line Description Quantity UOM Unit Price Extended Ordered Price I BLANKET PO FOR 2015 JDE CNC MGD SVCS- JHECKMAN 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 Fart Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.wrn 1 LOT LS 35,000.00 Total Pay terms net 30 days 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 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from stare and local tarn. Our Exemption Number is I I. NONWAIVER. 9"502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is repi ram word the Collator of Failure from Purchaser to insist upon strict pert of the scraps and expeditions hereof. failure m delay to haerml Revenue, Drava, Colorado (Ref. Colorado Raised Sututn 1973, Chapter 39-26, 114 (a). exercise any rights or remedies provided hcmin or by law, failem re promptly notify the Sella in the event of a breach, the acceptame ofor payment for goods hereunder of approval offfe design, shall not Of. the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either what shipped or due to defects of my of the warranties, or obligations of this purchase order and shall net be domed a waiver of my right of the damage in mamm, may be rebaned to you for credit and art not at be replaced except upon receipt of wrim,n purchaser to insist upon stria performance hereafor my of its rights or remedies as to any such goods, regardless instructions from the City of Fort Collins. of when shipped, received or accepted, as of my prior or subsequent default hereunder, nor shall any purported and modification or rescission of this purchase order by the Pembina operate as a waiver of any of the terms Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the pardonable, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authoriu l payment on the part of the City of Fort Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual ec Ic practice, overcharges resulting fman� m titt ACCEPTANCE is dependent upau completion of all applicable required inspection procedure. violations are in fact home by the purchaser. Theretofore, for good cause and as consideration for executing this pumhr • codes, the Seiler hereby assigns to the Purchaser my and all claims it may now have or hasaner Freight Terms. Shipments most be F.O.B., City of Fat Collins, 700 Woad Sn, Fort Collins, CO 80522, If. mquicd under federal a sum antintut laws for such texchages teLating to the particular goods or services otherwise specified on this order. Il permission is given to prepay freight and charge xepamhci . the originrl freight purchased or acquired by ode Purchuer pursuant to this purchase order. bill most accompany invoice. Additional charges for packing will not W rasped. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Disolow. Where mmufacturershave, dimibuling points in spurious pans of the country. shipment is Ifthe Purchaser dines the, Sella to correct nonconforming or defective goods by a date to be agreed upon by the expected from the nowea distribution point to 4sociaim, and excess freight will be deducted from Invoice when Purchaser and for Seller, aed the Seller thmadfier of iptn its inability or unwillingness to comply, the Preq aser Marine ins are made firm greater distance. may emus, the work to be performed by the most expeditious means available m it, and the Seller shall pay all costs associated with such work. Permits. Seller shall procure at sellers sole cost all necesmry permits, artificam and ]if. required by all applicable laws, regulations, odbances and roles of the site, municipality, mdmry or political subdivision where the work is perfcari or required by any other duly constituted public authority haviogjurisdiction over the work of vendor. Seller further agrees to hold the City of Fort Collins hamfess from and against all liability end loss incurred by them by reason Of an roomed or established violation of any such laws, regulations, ordinances, noes and mcfeemem, Amboriznt m All parties to this counsel agree that the representatives are, in fact bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Puabase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional leans and conditions amazed bane or incorporated herein by reference. Any additional or diffecom terms and conditions proposed by seller are objected m and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you nowt make complete shipment o arrive on your promised delivery dam as noted. Time is of the expense. Delivery and performance mull be effected within the time surd on the Purchase under and the doccmme, attached heero. No acre of the Purchasers including, without limitation, acceptance ofpartial lam deliveries, shall operate as a waiver of Nis provision. In the event army delay, the Purchncr shall have, in addition to other legal and equitable remedies, the option mpiecing this order elsewhere and holding the Seller liable for damages. However, the Sell,, shall not be liable for damages as a fault of delays due to causes not reassembly fofesemble which are beyond its reasonable control and without its fault of negligence, such acts of God, acts ofcivil or military authorities, gtwemmmt.1 priorities, fires, safes, Bond, epidemics, wars ar riots provided that notice of the conditions causing such delay is given m the Purchaser within five (5) days Of the time when the Seller first received knowledge thereof. In the event of any such delay, the die of delivery shall be extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. llne Seller warrants that all goads, articles, materials and work covered by Ws order will conform with applicable drawings, supercilious, sample anNoe other descriptions given, will be fir for the Purposes intended, and performed with the highest degree of ram and compaence in mcordanrce with accepted standard for work of a similar rasmm. The Sella agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser racy suffer or incur on account of the Sellers breach of wpunmry. The Sella shall reyluce. repair or rake good, without cost m the purchaser, my defects or faults arising within one (1) year or within such longer period of time as may be prncnibed by law or by the terms of my applicable warranty provided by the Sella mer the date of scceptan¢ of the goods fumishd hereunder (acceptance rot to be unimosombly delayed), resulting fmm caramel or defectiv, work done or materials fismishd by the Seller. Acceptance or rise of good by the Purchaser shall apt comtimte a waiva of any claim uoder this warranty. Except as mherwis, 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 gmmntas, bur such liability shall in no went include Ives of profs or lass of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchoser may make changes to legal team by written change order. 5. CHANGES IN COMMERCIAL TERMS. The PuaMaer may make any changes to um moms, other than legal moms, including additions to or deletions from the quantities originally ordered in the specification¢ or drawings, by verbal or women change order If my such change alTecs the amount do, of the time ofpsufareance bereaede, an equitable edPatmmt shall be made. 6. TERMINATIONS. The Purchaser may or any cone by women change order, mrmimte this aluminum as to any or all portions of the Insists then not shipped, subject as any equitable udjusamens between the robs pup m my work or m ncrut, then in progress provided fast the Puchasm shall Out be liable for my claims far anticipated profits on the mcompleted Portion of the gods and'm work, for incidental Or cause,facial damages, and that no such adjustnt—t be trade in favor of the Seller with respect to my goods which arc the Sellers standard stock. No such mammalian shall relieve the Purchaser or the Seller army of their obligations an to my goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days fmm the date the change or lamination Is ordered. S. COMPLIANCE WITH LAW. The Seller warrants fat all goods sold haeunder shall have been produced, sold, delivered and fumished in mot compliance with all applicable Woos and regulations to which the goods are subject. The Sella shall execute and deliver such documents as may be requital to effort or evidence compliance. All Laws and regulations required to be incorporated in agreements of this chanters are hereby incorporated herein by this reference. The Sella agrees to indemnify and hold the Purchaser hmmless Boom all costs and damages suffered by the Purchaser as a mull of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither patty, shall assign, trunsfer, or convey this order, or my monies due Or to became due Impala without the PH., when consent ofth, ohs party. 10. TITLE. The Seller warrants full, clear and umesnicmd title to the Purchaser for all aimpment materials, and items famished n performance of this o,embeem, Bee and clear of any and all Item, restrictions, reservations, security interest encumbrances and claims produces. The Seller shall release the Purchase and ill commuters of my der from all liability old claims of any venue resulting from the performance of such work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the dlfectors, oRcers and employees fsuch party. The Seller's contractual 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. PATENS. Whenever the Seller is required to use my deign, device, matmal or process covered by letter, patent trademark or copyright, the Sella shall indemnify and save harmless the Purchaser from my sold all else. far idringemem by eeasou of the use of such patented dnigm device, material or process in connection with the contract, and shall indemnify the Forebear for my cast expense or damage which it may be abliged of pay by reason of such infringement at any time during the prop tion or alter the completion of the work. In case said equipment, or my pan thereof or the intended use of the good, is in such suit held to constitute infringement and the use of said equipment or pan is enjoined, the Sella shall, at its own expense and at its option, either procure for the Purchaser the eight to continue in, said equipment or Pont replace the sane with substantially «rya] but no unfiringing equipment, of modify it so it baomn mnirJrin,ing. 15. INSOLVENCY. If the Seller shall become insolvent or bmkmpt, make an assignment for do, benefit of creditors, apparel a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Pmchersa without liability. 16. GOVERNING LAW. The &Feet,. oFit. used or the interpretation ofrhe agreement and the rights of all parties hereunder shall be construed under and govcmd by the taus of the State ofColomdo, USA. The following Additional Conditions apply Only in cash where the Sella u to perform work hereunder, including the services of Sellers Ro presentatim(s), on the promises product 17. SELLERS RESPONSIBILITY. The Sella shill way on said weak at Salle/s awn risk ma] the same is fully completed anal accepted, and shall, in case of any accident destruction or injury to the week matter mmeriall before Sellers fiml completion and acceptance, complete the work at Seller's own expense and to tbe satisfaction of the Purchaser. When materials and equipment are ftanishM by others for moralistic. or erection by the Sella, the Sella shall receive, mlead, sore and handle same of the site and become responsible therefor as though such materials and/or equipment were being fuhshed by the Seller under the order. M. 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, troffer to their dependenta in accordance with the laws of the sure in which the work is to be done. The Seller shall alm carry comprehensive general liability including, but not limited to, mmmctual aed automobile public liability insucmce with bodily injury and death limits of at least $300,000 far my one pma n, S503,01p for any one accident and property damage limit per accident of S401000. The Seller shall likewise require his concessions, if any, m provide for such compensation and impressive. Before my of the Sellers or his comma e, employees shall do my work upon the premues of others, she Sella shall furnish the purchaser with a cenificam that such ex mpemetion and insurance have been provided Such anifiates shall specify, the date when such reincarnation amd insurance have been provided. Such amtifcatn shall specify ode dare when such eompeapafion aed insurance expire. The Seller agrees Our such cumpe usio t and irstuarue shall be maintained unfit more the -sire work is completed aed-ceptd. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for my and all damage, lass or injury of my kind or nature whatsoever to persons or property 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 Punchaser and my r all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether to person or property to which the Purchaser may be pat or subject by reason of any act, action, neglect omission or default on the pan of the Seller, my of his contractors, or any of the Sellers or commuters officers, agents or employess. In case my suit or other proceedings shall be brought against the Pumhapev or its officers, agents or employees at my time on account or by reason of my at when, neglect, omission or default of the Seller of any of his contractors or any of its or their officers, agents or employees u aforessid, the Seller hereby agues to autsme the defense thereof and he flefeld the same an the Sellers own expense, to pay my and all costs, charge, atmmeys fens ad other expenses, my and all judgments that maybe incurred by or obmioed against the Pachuca m my of its or their officers, agents in employees in such suits or other Incompetent and in mu judgment in other lien be places upon in obtained against the property, ofthe Purchases, in said parties in or as a mull ofsuch suits or other proceedings. the Sella will at area muse tin same to be dissolved anal discharged by giving brad or otherwise. The Seller and his contractors shall take all safety precautions, furnish and inaall all gmnLs necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitmon, the Occupational Safety and Health An of 1970 and all rules paid regulations issued pursuant thereto. Revised 07fNH4