HomeMy WebLinkAboutC19-083 Lewan TechnologyDocuSign Envelope ID: 7F48A5FC-774E-4D50-8887-D67CADBCOC80 TECHNOLOGY SALES ORDER GLENWOOD SPRINGS PUEBLO SILVERTHORNE CHEYENNE 10IISALES IIIIIIIIII REPRESENTATIVE LEWAN & ASSOCIATES, INC. SERIAL NUMBER POBox 912728 BR/DIV Denver, COO 80291-2728 LEWAN_ W . LEWAN.COM WW 1 1.888.LEWAN11 O L " %L�� ALBUQUERQUE SANTA FE BOULDER COLORADO SPRINGS DENVER FORT COLLINS TECHNOLOGY SALES ORDER GLENWOOD SPRINGS PUEBLO SILVERTHORNE CHEYENNE 10IISALES IIIIIIIIII REPRESENTATIVE PRODUCT CODE SERIAL NUMBER UNIT PRICE BR/DIV PRIMARY REP NUMBER PERCENT 1 1/23/2019 3GN19A / HP E50045dw CUSTOMER ORDER NUMBER B DIV SECONDARYREP NUMBER PERCENT ENTERED BY BILL -TO CUSTOMER NAME BILL -TO U T MER NUMBER HIP -T U T MER NAME SHIP -T U T MER NUMBER $ 225.00 Eagle County Government EC05:16427 EC05:16427 PURPOSE SALE ATTENTION PHONE ATTENTION Regina O'Brien 970-328-8783 $ 0.00 �PHONE❑ BILLING ADDRESS SHIP TO ADDRESS U SERVICE 500 Broadway WAIVER CITY STATE ZIP CITY STATE ZIP Eagle CO 81631 ® PRODUCT BILL -TO CONTACT eMAIL ADDRESS SHIP -TO CONTACT eMAIL ADDRESS MOVEMENT regina.obrien@eaglecounty.us QUANTITIES SHIPPED FROM PRODUCT CODE SERIAL NUMBER UNIT PRICE AMOUNT ORDERED SHIPPED B/O 1 3GN19A / HP E50045dw $ 674.00 $ 674.00 1 F2A72A / Extra 500 -sheet tra $ 225.00 $ 225.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 SPECIAL INSTRUCTIONS: PAYMENT TERMS LEASED NET 30 DAYS [3 CODE] CREDIT CARD 13 CHECK D CHECK NUMBER SUB TOTAL $ 899.00 SALE$ TAX CODE TAX RATE _ TAX SHIP VIA DELIVERY TOTAL w ❑✓ ITEMS WILL BE INCLUDED ON A NEW SERVICE/SUPPLY CONTRACT (PLEASEATTACH) ^� F- J J Z o❑❑ ITEMS WILL BE ADDED TO EXISTING CPP or FRB No.: CUSTOMER INITIAL v❑❑ ITEMS ARE OOG AND SERVICE/SUPPLIES WILL BE BY LOCAL SERVICE AGENT: a ❑❑ ITEMS WILL NOT BE INCLUDED UNDER A SERVICE/SUPPLY CONTRACT COLU CUSTOMER INITIAL PLEASE PROVIDE ID TAG AND METER INFORMATION, OR ATTACH SCHEDULE A, IF MULTIPLE ITEMS THIS IS THE FRONT PAGE OF THE SALES ORDER (THE "AGREEMENT") AND IS THE COVER PAGE. IT IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREON, AND ON THE BACK PAGE HEREOF, WHICH THE CUSTOMER ACKNOWLEDGES HAVING READ AND ACCEPTED. COMPANY IS AUTHZEED 10 OgJAIN CREDIT INFORMATION FROM ANY CONSUMER REPORTING AGENCY TO DETERMINE CREDITWORTHINESS. 5Lff5�re� County Manager Thank You USTOMEE7R SIGNATURES TITLE 7e T63Sy�4rofl 3/12/2019 PRINTED CUSTOMER NAME DocuSign Envelope ID: 7F48A5FC-774E-4D50-B887-D67CADBCOC80 LEWAN & ASSOCIATES, INC. SALES ORDER TERMS AND CONDITIONS 1. Definitions. The first page of this Sales Order is called the Cover Page. The Cover Page and this Terms and Conditions page, along with a listing of additional products on Schedule A (if attached), represent the agreement (the "Agreement") between Company and the Customer, with respect to the acquisition of those Products identified on the Cover Page and/or Schedule A. "Products" shall mean the equipment ("Equipment"), Software Licenses, and Professional Services identified in this Agreement. 2. Scope. This Agreement may be executed for: a) A SALE of Products. If a SALE, Company hereby offers to sell and Customer hereby accepts to purchase those Products in the quantity and for the price indicated on the Cover Page (and/or Schedule A). Payment terms are Cash on Delivery ("COD"). Alternatively, if Customer has a verifiable credit account in good standing with Company, Customer may elect to be invoiced for the Products. b) A LEASE of Products. If a LEASE, Customer will execute a separate lease agreement which will fund the purchase of the Products in the quantity indicated on the Cover Page for the benefit of Customer. Upon execution of a lease agreement, the Customer shall be responsible to lessor to satisfy the terms and conditions of the lease. If, however, a lease agreement cannot be executed within 15 days of Customer's execution of this Agreement, Customer must immediately pay cash for the Products or return the Products to Company in Like New condition. c) A RENTAL of Products. If a RENTAL, Customer will execute a separate rental agreement with the Company. Customer shall be responsible for satisfying the terms and conditions of the rental agreement. 3. Acceptance and Non -Cancellation. This Agreement shall become binding upon the Customer's execution and may not be cancelled or altered thereafter without the Company's written consent. 4. Delivery and Installation. Unless specified otherwise on the Cover Page, the Company shall deliver and install the Products at the location specified by Customer on the Cover Page unless: (1) Customer has not made available at that address a suitable place of installation as specified by the Company; or (2) Customer has not made available suitable electrical service in accordance with the Underwriter's Lab ("UL") requirements. All risk of loss will transfer to the Customer upon delivery. 5. Payment and Late Fees. Payment must be received by Company within 30 days of the invoice date. Restrictive covenants on payment instruments will not reduce Customer's obligation. A late charge of 1.5% may be assessed on invoice balances 10 days or more overdue. Customer is responsible for all collection fees, attorneys' fees and court costs incurred by the Company in enforcing the terms of this Section 5. 6. Taxes. Customer is responsible for all applicable taxes, fees or charges of any kind (including interest and penalties) assessed by any governmental entity on this Agreement or the amounts payable hereunder ("Taxes'), which will be included in the invoice unless Customer timely provides proof of tax exempt status. Taxes do not include taxes on Company income. 7. Force Majeure. The Company shall not be determined to be in default of any provision herein or be liable for any delay, failure in performance or interruption of services resulting from acts of God, civil or military catastrophe, strikes, embargoes, transportation delays, inability to obtain materials from suppliers, product deficiencies, or any other situation beyond the reasonable control of the Company. 8. Default. If Customer breaches any obligation under this Agreement, Customer will pay all reasonable costs, including attorneys' fees, incurred by the Company to enforce this Agreement. In addition to any remedies under the law, if Customer breaches this Agreement and fails to cure said breach within 20 days after receipt of notice from the Company, Company may terminate this Agreement. 9. Indemnification. The Contractor shall indemnify and hold harmless Customer, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which Customer may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse Customer for reasonable attorney fees and costs, legal and other expenses incurred by Customer in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the Customer to the extent that Customer is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 10. WARRANTIES AND LIMITATION OF LIABILITY ON WORK PERFORMED. THERE ARE NO WARRANTIES, WHETHER EXPRESSED, IMPLIED, OR STATUTORY, ON ANY PRODUCTS PROVIDED BY COMPANY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON -INFRINGEMENT. NO OBLIGATION OR LIABILITY SHALL GROW OUT OF THE COMPANY RENDERING TECHNICAL OR OTHER ADVICE IN CONJUNCTION WITH PRODUCTS PROVIDED UNDER THIS AGREEMENT. 11. Limitation of Liability. The Company's total liability to Customer for any claim, whether based in contract, tort, common law, or statute, arising out of, connected with, or resulting from the furnishing or failure to furnish any Products under this Agreement (and the associated delivery and installation) shall not exceed the amount paid by Customer for the Products which give rise to the claim. In no event shall the Company be liable for any incidental, or special damages incurred by Customer or any third party, including without limitation any loss of use, loss of anticipated profits, costs of downtime, or for substitute equipment, and any claims of Customer's clientele for service interruptions or failure to supply. 12. Limited License to Use Software. The Company grants Customera non-exclusive, non -transferable license to use in the U.S.: (a) software and accompanying documentation provided with the Equipment ("Base Software") only with the Equipment with which it was delivered; and (b) software and accompanying documentation separately identified on the Cover Page ("Application Software"), provided Customer is current in the payment, including any applicable software license fees (if any). Application Software may be subject to, or accompanied by click wrap/shrink wrap licenses or a separate contractor End User License Agreement. Diagnostic Software is embedded in the Equipment and is a valuable trade secret used to evaluate or maintain the Equipment ("Diagnostic Software"). Customer is granted no right to use the Diagnostic Software. Other than as provided for herein, Customer has no other rights to the Base, Application, or Diagnostic Software (collectively, "Software") and may not (1) distribute, copy, modify, create derivatives of, decompile, or reverse engineer Software; (2) activate Software delivered with the Equipment in an inactivated state; or (3) allow others to engage in same. Title to, and all intellectual property rights in, Software will reside solelywith Company and/or its licensors (who will be considered third -party beneficiaries of this subsection). The Base Software license will terminate: (i) if Customer no longer uses or possesses the Equipment; or (ii) upon the expiration of any installment payments underwhich Customer has rented or leased the Equipment (unless Customer has exercised an option to purchase the Equipment). Neither Company nor its licensors warrant that Software will be free from errors or that its operation will be uninterrupted. 13. Governing Law. This Agreement shall be governed by the laws of the state of Colorado without regard to the conflict of laws or principles of such states. 14. Errors. The Company reserves the right at its sole discretion to correct clerical and typographical errors in this Agreement. 15. Severability. The invalidity in whole or in part of any provision of this Agreement shall not affect the validity of any other provision. 16. Modifications. No modification, amendment, or other change shall be binding on the parties unless agreed to in writing by each party's authorized representative. 17. Waiver. The waiver of any breach of any of the terms and conditions set forth herein shall not be construed as a waiver of any other breach. The failure of either party to exercise any right arising from any default of the other party hereunder shall not be deemed to be a waiver of such right. 18. Assignment. Any assignment of this Agreement by Customer without the prior written consent of the Company shall be void and unenforceable. 19. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). DocuSign Envelope ID: 7F48A5FC-774E-4D50-B887-D67CADBCOC80 20. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit. ii. Contractor's certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. V. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. THE CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT, HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND THE CUSTOMER TO SAME, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. THIS AGREEMENT SUPERSEDES ANY PRIOR PROPOSALS, QUOTATIONS, OR COMMUNICATIONS, WRITTEN OR ORAL, REGARDING THE ACQUISITION OF THE PRODUCTS FROM COMPANY. THE CUSTOMER FURTHER UNDERSTANDS THIS AGREEMENT IS NOT INTENDED TO SUPERSEDE ANY LEASE OR RENTAL AGREEMENT, OR OTHER CONTRACTS OR AGREEMENTS WHICH CUSTOMER MAY EXECUTE WITHCOMPANY OR ANY THIRD PARTY REGARDING THE PRODUCTS Initial Date 3/1 19 REV_032018 DocuSign Envelope ID: 7F48A5FC-774E-4D50-B887-D67CADBCOC80 Page 1 of 2 R� RRR CERTIFICATE OF LIABILITY INSURANCE A`��� DATE (MM/DDIYYYY) 12/22/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis of New York, Inc. c/o 26 Century Blvd P.O. Sox 305191 CONTACT NAME: PHONE 1-877-945-7378 FAX 1-888-467-2378 IC No Ext): AIC No WC, E-MAIL ADDRESS: certificates@willis.com INSURER(S) AFFORDING COVERAGE NAIC# Nashville, TN 372305191 USA INSURER A: ACE American Insurance Company 22667 INSURED Lewan & Associates, Inc. 1400 S. Colorado Blvd. INSURER B: Travelers Casualty and Surety Company 19038 INSURER C: Indemnity Insurance Company of North Ameri 43575 INSURER D: Denver, CO 80222 INSURER E : INSURER F: $ 2,000,000 COVERAGES CERTIFICATE NUMBER: W9590726 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM/DDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE � OCCUR DAMAGE TO RENTED PREMISES Ea occurrence) $ 2,000,000 MED EXP (Any one person) $ A Y HDO G71230405 01/01/2019 01/01/2020 PERSONAL &ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 X POLICY F7 PRO- JECT F7LOC PRODUCTS - COMP/OPAGG $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 3,000,000 BODILY INJURY (Per person) $ X ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS Y ISA H2527975A 01/01/2019 01/01/2020 BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ B X UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE Y ZUP-12P63747-19 01/01/2019 01/01/2020 DED X RETENTION $ 10, 000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? No (Mandatory in NH) NIA WLR C65437727 01/01/2019 01/01/2020 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 $ A Workers Compensation and WLR 065437685 01/01/2019 01/01/2020 E.L. EACH ACCIDENT $1,000,000 Employers' Liability E.L. DISEASE -EA EMP $1,000,000 Per Statute E.L. DISEASE -POLICY $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) SEE ATTACHED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Eagle County AUTHORIZED REPRESENTATIVE 500 Broadway Eagle, CO 81631 © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 17269816 BATCH: 1000234 DocuSign Envelope ID: 7F48A5FC-774E-4D50-B887-D67CADBCOC80 AGENCY CUSTOMER ID: LOC #: ,a�oRo ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Willis of New York, Inc. Lewan & Associates, Inc. 1400 S. Colorado Blvd. POLICY NUMBER Denver, CO 80222 See Page 1 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE: See Page 1 kDDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Eagle County, its associated or affiliated entities, its successors and assigns, elected officials employees, agents and volunteers is/are an additional insured with respect to liability coverage as required by written contract or agreement with respect to sales and service of equipment and supplies by Lewan & Associates, Inc.. INSURER AFFORDING COVERAGE: ACE American Insurance Company NAIC#: 22667 POLICY NUMBER: SCE 065437764 EEE DATE: 01/01/2019 EXP DATE: 01/01/2020 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers Compensation and E.L. EACH ACCIDENT $1,000,000 Employers' Liability E.L. DISEASE -EA EMP $1,000,000 Per Statute E.L. DISEASE -POLICY $1,000,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 17269816 BATCH: 1000234 CERT: W9590726 DocuSign Envelope ID: 7F48A5FC-774E-4D50-B887-D67CADBCOC80 POLICY NUMBER: HDO 671230405 Endorsement Number: 56 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations Any Owner, Lessee or Contractor whom you have All locations where you are performing ongoing agreed to include as an additional insured under a operations for such additional insured pursuant to any written contract, provided such contract was executed such written contract. prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or However: 2. That portion of "your work" out of which the injury or damage arises has been put to its 1. The insurance afforded to such additional intended use by any person or organization insured only applies to the extent permitted by other than another contractor or subcontractor law; and engaged in performing operations for a 2. If coverage provided to the additional insured is principal as a part of the same project. required by a contract or agreement, the C. With respect to the insurance afforded to these insurance afforded to such additional insured additional insureds, the following is added to will not be broader than that which you are Section III — Limits Of Insurance: required by the contract or agreement to provide for such additional insured. If coverage provided to the additional insured is required by a contract or agreement, the most we CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 DocuSign Envelope ID: 7F48A5FC-774E-4D50-B887-D67CADBCOC80 will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 04 13