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HomeMy WebLinkAbout449627 NEXTAXIOM TECHNOLOGY INC - PURCHASE ORDER - 9121665City of wort Collins PURCHASE ORDER Date: 03/19/2012 Vendor: 449627 NEXTAXIOM TECHNOLOGY INC 600 MONTGOMERY ST SUITE 800 SAN FRANCISCO California 94111 PO Number Page 9121665 1ofz 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: 03/19/2012 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 ea. - NextAxiom Development 1 LOT EA 1,682.01 License Annual Maintenance covering period January 1,2012 - December 31, 2012 2 1 ea. - NextAxiom Processor/ Core License covering period January 1, 2012- December 21,2012 Includes 3.4% CPI increase 9-a� 2. OAZ�-Pk City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill ll, 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 LOT EA 8,193.64 Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchasc Ordcr Tcnns and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. ' Tax exemptions. By shame the Citv of Fort Collins is exempt from state and local taxes. Out Exemption Number is 11. NONWAIVER. , 98-O4502. Federal Excise Tax Exemption Certificate of Registry 84-l4100597 is registered with the Collector of Failure of the Pnrchnscr to insist upon strut performance of the terms and conditions hcmnf, failure or ddny to Internal 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 ofor payment for goods hereunderm approval of the design, shall not rdcnse the Sellerif Foods Rejected. GOODS REJECTED due in feilu,c to men spceificidion, cilherwh. shipped orchic to dcfccts of any of the warranties or obligations of this purchase order and shall not he deemed a waiver of any right ofthe damage in transit, may be returned to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upro strict performance hereof or any of its rights or rcn¢dics as to mry such goods, regardless invouctions from the City o(Fno Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase enter by the Purchaser operate as a waiver of any ofthe term, Inspection. GOODS arc subject to the Citv of Fort Collins inspection on arrival. hermf. Final Acceptance Receipt of the merchandise, .cervices or equipment in response to this order can result in 12. ASSIGNMENT OI' ANTITRUST CLAIMS. authorized payment on the pan of the City of Ford Collins. HO%tVVer. it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from amitmst ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact borne by the Purchaser. Thefeuf im. for good cause and as consideration for executing this purchase order. the Seller hereby assigns to the Purchaser anv and all claims it may now have or hereafter Freight Terns. Shipments must be F.O.B., City of Fro Collins. 700 Wood St. Fro Collins, CO 90522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this rode, If permission is given to prepay freight and charge sepnmtely, the origimal freight purchased or acquired by the Purchaser pursuant to this purchase order. bill must accompany invoice. Additional charges for packing mill not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where nvnnufnctunrs have distributing points in various pans of the country, shipment is Ifthe Purchaser directs the Seller to correct nonconforming or defective goods by a time to be agreed upon by the expected from the rearrest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seiler thcof indicates itx inability or unwillingness to comply, the Purchaser shipments arc made from greater distance. may cause the work to be performed by the most expeditious means mailable to it, and the Scllcr ,shall pay all costs associated with ,such work. Permits. Seller shall procure it sellers sole cost all necessary permits. certificates and licenses required by all applicable laws, regudatiods ordinances and rules of the state. municipality. territory or political xubdieision where the work is perfumed, or ma ircd by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fart Collins harmless form and against all liability and loss inci and by them by reason of in asserted or established violation of any such laws, regulations, ordinances, roles and requirements. Authorization. All panics to this concoct agree that the representatives are. in fact, bona fide and possess full and complete vuthenty 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 herein or incorporated herein by m1cmuce. Any additional or different icmw and conditions proposed by seller me objected to and hereby,elected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is ofthe essence. Delivery odd performance mart be effect.] within the time stated on the purchase order and the documents touched herein. No acts of the Purchasers me Ind i ng, without limitation. acceptance of partial Inc del iverics, shall operate as a waiver of this prevision. In the event of any dclav, the Purchaser .shalI have, in addition to other legal and equitable rcmcdics, the option of placing this order elsewhere and holding the Seller liable for damages. However. the Sellershill not be liable for damages its a result of delays due to causes not reasonably foreseeable which arc beyond its rcaxonable control and svifhm t its fault ofncgligenec. such act of Grid, acts efcivil m militarynilhorities, governmental priorities, lines. strikes. Bond, 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 .,It,]] be extended for the period equal Indic time actually lost by rcason ofthe delay. 3. WARRANTY. The Seller warrants that all goods, articles. materials and work covered by this order will coalition with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the prrmses intended, and performed with the highest degree of care and competence in accordance with accepted standards for walk of a similar mature. The Seller agrees to hold the purchaser harmless form tiny loss, damage or expense which the Purchaser may suffer or incur on account of flit Sellers breach of warranty. The Seller shall replace, rcry+ir or make gr w. without cost to the purchaser, any defects or faults ansing within one (1) year or within such longer period of time as may be prescribed by Inm or by the terms ofany applicable wamnty provided by the Seller after the date of acceptance ofthe good furnished hereunder (a¢cptance not to he unreasonably delayed), resulting from imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchasc, shall not ennstitute 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 ofany ofthe foregoing wamatics or guarantees, but such liability shall in no event include loss cfporfits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSESHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser mav make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TFRAIS. The Purehascr may make any changes to the terms, other than legal toms, including additions In or deletions form the 9m nitic, originally ordered in the specificatinns or drawings, by verbal or written change order. If any .such change affects the amount due or the time ofperfomance hereunder, an equitable adjustment shall he made. 6. TERMINATIONS. The Purchaser may at any time by carmen change order, terminate this agreement as to any or all portions of the goods then not shipped, object to any ,}unable adjustment bcrvccn the parties as to any wnrk 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 gads and/or wnrk, for incidental or consequential damages, and that no such adjustment be made in faro, of the Seiler with respect In any grads .which arc the Sellers sundard suck. Ne such tconomilion shall relieve The Purchaser or the Seller ofany oftheir obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) drys form the date the change or tcmnimtion is ordered. R. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in .strict compliance with all applicable Imes and regulations to which the goods arc subject. The Seller shall execute and dcliwcr such documents as may be required in 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 Purehascr harmless from all costs and damages .suffered by the Purehascr as a msull of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer. or convey this order, or any ninnies due or to become due hereunder without the prior written consent of the other party. I O. TITLE. The Seller wnnontx full, clear and unreshicled title to the Purchaser for all equipment, matcords. and items lbrnished in perfomunce of this agreement, free and clear of any and all liens restrictions, resen'atiens. security interest encumbrances and claims ofethers. The Seller shall release the Purehascr and its contractors of any tier from all liability and claims of any nature resulting from the performance ofsnch work. This release shall apply even in the event of fault of negligence of the Pam released and shall extend to the directors, officers and employees of loch pan. The Seiler's contractual obligations. including worm my, shall not be deemed to he reduced, in any way, because such work is performed or caused to be perfomicd by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device. mmerial or process covered by letter, patent, nadcmark or copyright, the Seller shall indemnify and sate humiless the Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material or process in conduction with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of -such infringement at any tines during the prosecution or Oiler the completion of the work. In ease said equipment or any pan Thcmnf 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 Seiler shall, at its own expense and at its option, either Procure for the Purchaser the right to continue using said equipment of pans, replace the same with substantially equal but mminfringing equipment, or modify it so it becomes nnninfringing. 15. INSOLVFNCY. If the Seiler shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or fludec for any of the Sellers pfnpcny or business, this order may forthwith be canceled be the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation oftlic agreement and the rights of all panics hereunder shall be consumed under and governed by the laws of the State of Columdn. USA, The following Additional Condition% apply only in cases where the Seller is to perfomn wnrk hereunder, including the services of Scllcrp Rcprcacnutive(s), on the premises ofodurs. 17. SELLERS RESPONSIBILITY. The Seller shall carry no said work at Seller's own risk until the same is fully completed and accepted. and shall, in case of any accident destruction of injury to the work and/or materials hence Seller's final completion mud .acceptance, complete the work at Seller's own expense and to the satisfaction ofthe Purchaser. When materials and equipment are furnished by others for inshallatina or creation by the Seller, the Seller shall receive tmload, store and handle same at the site and become responsible thcnfor as though such materials and/or equipment were being furnished by The Seller under the order. Ili. INSURANCE. The Seller shall, at his own expense, pmwide for the payment of workers compensation, including ocamalional disease benefits, To its ennplayecs 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 death limits of at least 5300.0no for any nee person. $SM.000 err any one accident and property damage limit per accident of 5400,M0. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any well, upon the premises of nlhers, the Seller shall finmish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such crmpenzminn and ito,manee have been provided. Such eenifiemes shall specify the dme .when such compensation and insurance expires. The Seller agrees that such cnmpensation and insurance shall be maintained until after the crime wmk is completed and accepted. 19. PROTECTION AGAINST ACCIDF,N'fS AND DAAIAGES. The Seller hereby assnnes the entire respnnsibility and liability for any and all damage, loss or injury of any kind or nature whatsm%er 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 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 indir"l, and whither to persums or property to which the Purchaser max, be put or subject by reason of any act. action, neglect, omission or default on the pan of the Scllcr, any of his contractors. or any of the Sellers or contractors officers, agents or cnmloyccs. In case any suit or other proceedings shall he brought against the Purchasc, or its officers, agents no employees at any Time on account or by reason of any 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 defence thereof and to defend The samc m the Sellers own expense, to pay any and all costs, charges, attorneys fees and other cxpcnsce. any and all judgments that may he incumd by or obtained against the Purchaser or any of it or their officers. agents or employees in such snits or other proceedings, and in case judgment or other lien he 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 Scllcr 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 firnish and install all guards accessary for the prevention of accidents, comply with all laws and mgtdations with regard in safety including, but without limitation. the Occupational Safety and Health Act of 1970 and all rules and regulations issued ponvani thereto. Revised 03/2016