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HomeMy WebLinkAbout449627 NEXTAXIOM TECHNOLOGY INC - PURCHASE ORDER - 9111749City of art Collins Date: 03/31/2011 PURCHASE ORDER Vendor: 449627 NEXTAXIOM TECHNOLOGY INC 600 MONTGOMERY ST SUITE 800 SAN FRANCISCO California 94111 PO Number Page 9111749 1of2 This number must appear on all invoices, packing slips and labels. Ship To: ELECTRIC UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 03/30/2011 Buyer: OPAL DICK N ote: Line Description Quantity UOM Unit Price Extended Ordered Price Annual Maintenance(inv. #3333) 1 LOT EA 9,550.92 Jan1, 2011 - Dec, 31, 2011 Total $9.550.92 U City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO 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 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 state and local taxes. Our Exemption Number is I L NONWAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 54-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to Imcmal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26. 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet Specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be reported to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict performance hercefor any of its rights or remedies as to any such goods, regardless instructions from the City effort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any pumorted out modificatinn or omission of this purchase order by the Pumhnscr operate as a waiver of any of the terms Inspection. GOODS arc subject to the City effort Collins inspection on arrival. heaver. Final Acceptance. Receipt of the merchandise. Services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized 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 economic practice, overcharges resulting from outpost ACCEPTANCE is dependent upon completion craft applicable required inspection procedures. violations arc in fact bore by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments most be F.O.B., City of Fort Collins, 700 Wood St.. Fort Collins, CO 80522. unless acquired under federal or state antim¢t laws for such overcharges relating to the particular good or services otherwise specified on this order. If permission is given to prepay freight and charge Separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase orde, 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 parts of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective Sends by a date to be agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made from greater distance. may cause the work to be performed by the most expeditious menus available to it, and the Seller shall pay all cosu ussociated with such work. Permits. Seller shall procure at sellers Sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the work is performed. or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fort Collins harmless form and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws. regulations, ordinances, odes and requirements. Authorization. All parties to this contract agree that the representatives arc, in fact, bona rude and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein Set forth and any Supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by Seller am objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete Shipment to arrive no your premised delivery date as noted. Time is of the essence. Delivery and performance must be effected within the time Stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this prevision. In the event ofany 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 damages. However, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond its reasonable control and without its fault of negligence such acts of God, acts ofeivif or military authorities, governmental priorities, fires, strikes, flood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Seller first received knowledge thereof. In the event of any Such delay, the date of delivery shall be extended for the period equal to the time actually lost by reason of the 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 pmpnses intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar nature The Seller agrees to hold the purchaser harmless form any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of wvrranry. The Seller shall replace, repair or make good, without cost to the purchaser, any defect or faults arising within one (I) year er within Stich longer period of time as maybe pmsedbcdby law or by the terms ofany applicable warranty pmvided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by The Purchaser shall not constitute 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 "car include loss of profits 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 written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms. other than legal terms, including additions to or deletions from the quontiuics originally ordered in the speeifieatioas or drawings, by verbal or whose change order. If any such change effects the amount due or the time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the good then not shipped, subject to any equitable adjustment between the panics as to any work or materials then in progress provided that the Purchaser 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 adjustment be made in favor ofthe Seller with respect to any goods which are the Sellers standard stock. No Such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date 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 strict compliance with all applicable laws and regulations to which the good arc subject. The Seller shall 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 arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a result ofthe Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, transfer, or convey this under, or any monies due or to become due hereunder without the prior written consent ofthe other parry. 10. TITLE, The Seller warrants full, clear and unrestricted title to the Purchaser for all equipment. materials. and items famished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of carers. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any name 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 directors, Mcc. and employees ofsuch party. The Sellers contractual obligations, including womanly, shall not be deemed to be educed, in any way, because Such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, patent trademark or copyright, the Seller shall indemnify and Save homeless the Purchaser form 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 or damage which it may be obliged to pay by rcaroa ofsnch infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any part thereof or the intended use of the goods, is in Stich suit held to constitute infringement and the use of said equipment or parr is enjoined, the Seller shall, at its own expense and at its option, either procure I'or the Purchaser the right to continue using said equipment or pans, rvpincc the same with substualially equal but noninfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller Shall become insolvent or ban crept make an assignment for the benefit of creditors. appoint a receiver or pence for any of the Sellers property or business this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of ore, used or the interpretation ofthe agreement and the rights Trull panics hereunder shall be constmcd under and governed by the laws ofthe State ofColomdo, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the Services of Sellers Rcpresentarive(s), on the prcmiscs ofethco. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk until the same is fully completed and accepted, and shall, in case of any accident detraction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser, When materials and equipment arc perished by others for installation or erection by the Seller, the Seller shall receive, unload. store and handle same at the Site and become responsible therefor as though such materials and/or equipment even, being furnished by the Seller under the order. I a. INSURANCE. The Seller Shall, at his own expense provide for the payment of workers compensation, including eccepationnl disease benefits, to its employees employed on or in connection with the work covered by this purchase order. and/or 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, but not limited to, contractual and automobile public liability insurance with bodily injury and dcath limit oL+t lead S300.11(a0 for any one permn. S500.00) for any one accident and property damage limit per accident of 5400.000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his eommeters employees shall dainty work upon the premises ofothers, the Seller shall famish the Purchaser with a cceificarc that such compensation and insurance have been provided. Such certificates shall Specify the date when such compensation and insurance have been provided. Such ecnificates 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 accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury ofany kind or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchase ordcror in connection herewith. The Seller will indemnify and hold hannlvss the Purchaser and any or 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 whatter to facts was or property to which the Purchaser may be put or subject by return of any act, action, neglect, emission or default on 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 brought 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 con", ctors or any of its or their ofwers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and m defend the came at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers, agents or employees in Such Suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property ofthe Purchaser, or said panics in err as a result of such 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 take all Safety precautions. furnish and install all guard necessary for the p¢ecation of accidents, comply with all Imes and regulations with regard to Safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant theme. Revised 03/2010