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HomeMy WebLinkAbout449627 NEXTAXIOM TECHNOLOGY INC - PURCHASE ORDER - 9121666City of Fort Collins Date: 03/19/2012 PURCHASE ORDER Vendor: 449627 NEXTAXIOM TECHNOLOGY INC 600 MONTGOMERY ST SUITE 800 SAN FRANCISCO California 94111 PO Number Page 9121666 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: 03/19/2012 Buyer: OPAL DICK Note: Invoice Address: 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 City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com PO BOX 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exempt inns. By statute the City of Fan Collins is exempt brain state and local taxes Our Exemption Number is 11. NONWAI VER. 95-04502. Federal Escisc Tax Exemption Certificate of Registry 94-60005S7 is registered with the Collector of Failum of the Purchaser to insist upon strict performance of the terns and conditions hereof, failure or delay In Internal Revenue. Denver. Colorado (Rel. Colorado Revised Statutes 1973. Chapter 39-26, 114 (o). exercise any rights or remedies provided herein or by law, failure to pmnlplly amifv the Seller in the event of a breach. ,hc acceptance ofor payment for goods hereunder mrapproval of the design, shall not release the Scllcr Of Goods Rejected. GOODS REJECTED due m failure to meet .specifications, either when shipped or doe to defects of any of the warranties or obligations of this purchase order and shall not he deemed a waiver of any right of the damage in transit, may be returned to you for credit and arc not in be replaced except upon receipt of written Purchaser to insist upon strict performance hereoforany of its rights or remedies as to any such goods, regardless instructions from the City of Fort Collins, of when .shipped, received err accepted, as to any prior or subsequent default hereunder, nor shall any purported Orel modification err msei¢ion of this purchase order by the Purchaser Operate as a waiver of any Of the terms Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. hcrcof. Final Acceptance. Receipt of the merchandise. services or equipment in reporse to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS, authorized payment on the pan of the City of Fort Collins. Houxveq it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges mnthing from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase onlee the Seller hereby assigns to the Purchaser any and all claims it may now have or her"ner Freight Terms. Shipments must he F.O.H.. City Of Fnn Collins, 7W Wood St.. Fen Collins. CO 90522. unless acquired under federal or stale antitrust Imes for such overcharges rcla,ing to the penlcular goods or scrs'iecs otherwise specified on this order. If permission is given to pmpny freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to Ibis purchase order. bill must accompany invoice Additional charges for packing will not be accepted. Shipment Distance. Where manu Lacntmrs have distributing points in various parts of the country, shipment is expected Joint the nearest distribution point to destination, and escess freight will he deducted from Invoice when shipments arc made from greater distance. Permits. Seller shall procure at sellers sale cost all necessary Permits, certificates and licenses required by all applicable Imes regulations Ordinances and roles of the state, municipality, temtmy or political subdivision whom the work is performed, or mgnircd by any Other duly constituted public authority having jurisdiction over the work Of vendor. Seller further agree to hold the City of Fort Collins harmless from and against all liability and loss incurred by them by reason of ern oxscned or established rinlation of any such laws, recmlmions, Ordinances, mlcs and requircmcnts, Aulhoriration. All panics to this contract agree that the representatives are. in fact. bona fide and possess fall and complete authority to bind mid parties. LIMITATION OF TERMS. This Purchase Order expressIv 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 addition.,] or different temu and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLF,ASE ADVISE PURCHASING AGENT immedia,cly if you cannot make complete shipment In arrive on vour promised delivery date as noted. Time is ofthe essence. Delivery and performance must he effected within the time stated on the purchase order and the documents anached hereto. No acts of the Purchasers including, without limitatiaq acceptance of partial late deliveries, shall apcnte as a waiver ofthis provision. In the event ofany delay. the Purchnscr shall have, in addition to other legal and equitable remedies, the option ofplacing this order et. cwhem and holding the Seller liable for damages. Ilmwevcr, 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 ofnegligence, such acts of Gad, acts ofeivil or military authorities governmental priorities, fins, strikes, food, epidemics, wars or 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 date Of delivery shall be emended for the period equal to the time actually Ins, by reason of,hc delay. 3, WARRANTY, The Seller ...is that all goods, articles, naterials and work covered by this order will conform with applicable drawings, specifications, samples andlor other descriptions given, will he fit for the purposes intended, and perforated with the highest degree of care and compecence in acennl.,nce with accepted standards for work of a similar nature. The Seller agrees In hold the purchaser harmless from any IOR damaec 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 defects or faults arising within one (I) year or within such longer period of time as may be pmscnIwd by Iry Or by the term of any applicable warranty provided by the Seller after the dint of acceptance of the goods furnished hemunda (acceptance not to be unreasonably dc]aved), resulting from imperfect or defective work done or ntatvids Furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim tinder this winnory. Except as otherwise provided in this purchase order. the Sellers liability hercundcr shall extend to ell damages proximately "used by the breach ofany of the foregoing warranties or guarantees, but such liability shall in no event include loss of profits ar 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 terns by written change order. 5. CHANGES IN COMMERCIAL. TERMS. The Purchaser may make any changes to the terms, other than legal toms, including additions to or deletions front the quantimies originally ordered in flue specifications or drawings. by verbal or wvrinca ebange order. If any sues, change affects the amount duc or the lime of performance hereunder, an equimble adjustment shall he made. 6. 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 m nny equitable adjustment between the panics as to any work or materials then in pmgms, pmvidcd 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 he made in favor of nhc Seller with respect to any goad which arc the Sellers standard stock. No such termination shall mlievc 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 assined within thine (30) days from the date the change or morinntion is ordered. R. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hcrcundcr shall have been produced, sold. delivered and furnished in strict compliance with all applicable laws and regulations to which the goods am subject. The Seller shall execute and deliver such docarmcns as may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character arc heebv incorporated herein by this reference The Seller agrees to indemnify and hold the Purchaser harmless from all casts mood damages suffered by the Purchuer as a r,,Oil of the Sellers failure to comply vilh such law. 9. ASSIGNMFNFL. Neither parry shall assign, transfer, or convey this order. or any monies due or to become doe hereunder without the prior wrinen consent of the other party. 10. TITLE. The Seller wam. ns full, clear and unrestricted title to the Purchaser fro all equipment, materia is and items furnished in performance of this agreement, face and clear of any and nil liens. restrictions. mscrvations, security interest encumbrances and claims of others. 13. PURCUASERS PERFORMANCE OF SELLERS OBLIGATIONS. Tribe Purchaser directs the Seller to correct nonconforming or defective goods by a date to he agreed upon by the Purchaser and the Scllcr, and the Seller thereafter indicates its inability or unwillingness In comply, the Purchaser may cause the work to be performed by the most expeditions means available to it and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors crime net form all liability and claims of any nature resulting from the perfOrmnnce ofsuch work. This release shall apply even in the event of fmdt of negligence of the party released and shall extend to the directors. OlTicccv cold employees of such 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 he performed by the Purchnscr. 14, PATENTS. Whenever the Seller is re<ryim<I to Oscan - v design device, material or process covered by letter, patent. tmdcmark or copyright, the Seller shill indemnify ad save harmless the Purchaser from 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, cspcnse or damage which it may be obliged to pay by reason ofsuch infringement at any time during the prosecution or abler the completion of the work. In case said equipment. Or any part 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 Purchnscr the right to continue using said equipment or pans, replace the same with substantially equal but noninGinging equipment, m andify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, .,lake an assignment for the benefit Of creditors, appoint a receiver or tntsice for any of the Sellers progeny or business. this order may forthwith be canceled by the Purchaser without liahility. 16. GOVERNING LAW. The definitions afters used ur the integm ention ofthe agreement and the rights Of"ll panics hereunder shall be construed under and governed by the laws cfthe State of Colorado. USA. The following Additional Conditions apply only in eases where the Seller is to perform work hereunder, including the scrviees Of Sellers Repmscnntiec(s), On the premises ofothers. 17. SELLERS RESPONSIBILITY, The Scllcr shall carry on said work at Shccrs own risk until the same is fully completed and accepted, and shall. in case of any accident, destnmtion or injury to the work andlor materials before Sellers final completion and acceptance, complete the work at Seller's own cspcnse and to the satisfaction of the Purchaser. When materials and equipment are furnished by others for installation or erection by the Seller. the Seller shall receive, unload. store and handle suns, at .,lie site and become responsible therefor as though such mmaials and/or equipment were being furnished by the Seller under the Order. 19. INSURANCE. The Seller shall. at his own cspcnse, 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. andlor to their dependents in accordance with the laws of the state in which the work is to be done. The Seller shall also carry eomprclnasrve general liability including. but not limited to. contractual and automobile public linbility inwaanee with b-bly inlwry norm death limila of at Icast 5300,000 for nay one person. S500 t100 for any One accident :old Property damage limit per accident of .S400,000. The Seller shall likewise require his cnnlmcmrs, if any, to providc far such compensation and insurance. Boom any of the Sellersor his cOntrnemrs cmployccs h.,I] do nny work upon nhc pminises of mhcrs. the Seller shall furnish the Purchaser with a certificate Ihnt such enmperi,mion and insurance have been provided. Such certificates shall specify the date when such campenxation and insurance have been provided. Such certificates shall specify the date when such compensation .and insurance expires. The Scllcr agrees that such compenc Lion and insurance shall he maintained until ,nor the entire work is completed and accepted. 19. PROTECT I ON AG A I NSF ACCI D ENTS AND DA M AG ES. The Setter hereby assumes the cot ins nsponsibil ity and liahility for any and all damage. Inns or inj ory of any kind or nature whalsoever to persons or property "used by or resulting from the execution of the work pmvidcd for in ,his purchase cola or in ennacetion herewith. The Seller will indemnify and hold hamtless the purchaser and any or all Of the Purehusem omens, agents and cntployces from and against One and all claims, losses, damages, charges or expenses, whether direct at indirect and whether to persons or property to which the Purchnscr may be put or subject b' reason array act. action. neglect, omission or default on the pan of the Seller. any of his contractors, or any of the Scllcrs or contractors O@cers, agents or employees. In case any suit or other proceedings shall be brought again, the Purchaser, or its officers. agents or employees at any time on account or by reason Many 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 cwrche agrees to assume the defense thereof and to defend the same 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 propcny Mthc Purchaser, or said panics in or as a result Msuch suits or other proceedings. the Seller will at once cause the sanm to be dissolved and discharged by giving bond or oflum ise. The Seller and his contractors shall take all safety precautions, furnish and install all guards accessary for the prevention of alaws and comply with .II lawand regulations with regard to safcty including, but without limitnlinn. the Occupational Safcty and I Ieohh Act of 1970 and all piles and mgulations issued personal thereto. Revised 0312010