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HomeMy WebLinkAbout455267 INNOTAS - PURCHASE ORDER - 9117651PO PURCHASE ORDER 911765er Page City OfCollins 9117651 1 of z t COI li ns This number must appear ` ` 1 1�7 on all invoices, packing slips and labels. Date: 12/28/2011 Vendor: 455267 INNOTAS 118 2ND ST, STE 300 SAN FRANCISCO California 94105 Ship To: MIS CITY OF FORT COLLINS 215 N MASON, 3RD FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 01/01/2012 Buyer: ED BONNETTE Note: PER ORDER #2010999 DATED 12/7/2011. Line Description Quantity UOM Unit Price Extended Ordered Price I INNOTAS RENEWAL 2012-2013 LICENSES C3. O!li�uQ�- 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 1 LOT LS 35,505.00 Total 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 form state and local taxes. Our Exemption Number is I I. NONWAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 94-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the Icons and conditions hereof. L ilurc or delav to Intcmal Be, can , 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 ofor payment for goods hereunder or approval of the 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 eery 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 returned to you for credit and arc not to he replaced except upon receipt of wnnen purchaser to insist upon strict performance haeofor any of its right or remedies as to any such goods, regardless insinuations from the City of Fmr Collins of when shipped, received or accepted as to any prior or subsequent default hereunder, nor shall tiny purported and modification or rescission of this purchase order by the Purchaser operate 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 the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENTOF 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 antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedurcs violations are in fact home 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 must be F.O.B., City of Fart Collins. 7W Wood St. Fort Collins, CO 80522, unless acquired under federal or state amitem laws for such overcharges relating to the particular goods or services otherwise specified on this order. If prnnission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill must 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 is Ifthe Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected from the nearest distribution point to destitution, 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 means available to it, and the Seller shall pay all costs associated 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 from and against all liability and loss incurred by them by reason of an asserted or established vinlation of any such laws, regulations, ordinances, rules and requirements. Authorization. All panics to this contract agree that the representatives are, in fact, bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limit acceptance to the terms and conditions stated herein sct forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Anv additional or di Rerent terms and conditions proposed by seller are objected m and hereby rejmed. 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 he effected within the time stated on the purchase order and the document anached hereto. No acts of the Purchasers including, without limitation, acceptance of panial late deliveries, shall operate as a waiver ofthis provision. 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 Sclla shall not be liable for damages as a result of delays due to causes or rcuonably foreseeable which am beyond its reasonable control and without it fault ofnegligence. such acts of God, acts ofcivil or military authorities, governmental priorities, foes, strikes, Bad, 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 kunwledgc 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 rcuon 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 purposes intended. and performed with the highest degree of cam and competence in accordance with accepted standards 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 of warranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defect 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 after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting form imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany 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 soy of the foregoing warranties or guarantees, but such liability shall in no event include loss of f m(ts at 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. S. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal term, including additions to or deletions Tram the quantities originally ordered in she specifications or drawings, by verbal or waitron change order. If any such change affects the amount due or the time of perfommancc hereunder, an equitable adjustment shall be made. fi. TERMINATIONS. The Purchaser may at any time by written change order. terminate this agreement as to any or all portions of the goods 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 good and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any good which are the Scllcrs 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 maw be asserted within thirty (30) days from the date the change or Termination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all good sold hereunder shall have been produced, sold, delivered and furnished 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 hamdess from all casts and damages suffered by the Purchaser as a result of the Scllcrs failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller wamnts full, clear and unrestricted title to the Purchnser for all equipment, materials, and items furnished in pdfar anca of this agreement free and clear of any and all liens, restrictions, reservation, security interest encumbrances and claims of others. The Scllcr shall release the Parchasr and its contractors of any tier from all liability and claims of any nature resulting from the performance ofsrtch work. This release shall apply even in the recut of fault of negligence of the parry released and shall extend to the directors, officers and employees ofsuch party. The Sellers contractual obligations, including warranty, shall not be dcemcd to be reduced. 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 harmles the Purchaser farm any and all claims for infnagcom t by reason of the use of such pal entcd 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 reason of amh infringement at any time during the prosecution or ancr the completion of the work. In case said equipment, or any pan thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall, at its own expense and at its option, either procure for the Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but an tinfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers pmNny or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definition, oftemw used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be construed under and governed by the Imes ofth t State ofColondo. USA. The following Additional Conditions apply only in cases what the Seller is to perform work hereunder. including the services of Scllcrs Reprcsentative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work aI Scllcrs men risk until the same is fully completed and accepted, and shall. in case of any accident, deamotion or injury to the work and/or materials before Selldfs final completion and acceptance, complete the work at Sclla's own expense and to the satisfaction of the Pumhascr. When materials and equipment arc furnished 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 were being furnished by the Seller and r the order. 18. INSURANCE. The Seller shall. at his own expense, provide for the payment of workers compensation, including occupational disease benefits to its employees emplaycd 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 Scllcr shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance .with bodily injury and death limits ofin least S310.000 for any one person, S500.000 for any one accident and property damage limit per accident of S400.000. The Seller shall likewise require his contractors, if any, to provide for iamb compensation and insurance. Before any of the Sellers or his contractors employees shall do anv work open the pmmiws ofothers, the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such cmnpcnsatlon end in sum are have been pmvided. Such certificates shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be mainmincd until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hrebv assumes the entire responsibility, and liability for any and all damage. loss or injury ofany kind or nature whntsm%cr to persons or pmperty caused by or resulting form the execution of the work providedfor in this purchase order or in connection herewith. The Seller will indemnify and hold hmndcss the Purchaser end any or tall of the Purchasers Birds. agents and employees from and against any and all claims. losses, damages. charges or expenses. whether direct or indirect, and whether to persons or property to which the Purchaser may be put or subject by reason of any act, action, neglect, omission or default on the pan of the Seller, any of his contractors, or any of the Sellers or contractors of ccis, agcros or employees. In case any suit or other pmecnlings shall be brought against the Purchaser, or its off ccos agents or employees at any time on account or by reason ofanv act, action, neglect, omission or default of the Seller of any of his contractors or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Scllcrs own expense, to pay any and all costs, charges, anomcys fees and other expenses. any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their of Ices. agents or employees in such suits or other poceedinp. and in ease judgment or other lien be placed upon or obtained against the property of the Purchaser. or said panics in or 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 Sell Id and his contractors shall take all safety precautions, furnish and install all guards necessary for the prevention of resident, comply with all Incas 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 lhcrcto. Revised 0312010