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HomeMy WebLinkAbout449627 NEXTAXIOM TECHNOLOGY INC - PURCHASE ORDER - 9121666 (2)u City of art Collins Date: 03/22/2012 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: Line Description Quantity UOM Unit Price Extended Ordered Price 2 NextAxiom Development License/ 1 LOT EA 111,552.67 Maintenance - Invoice #3452 Total $111,552.67 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill 11, 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 I. COMMERCIAL DETAILS. Tas cxcmpfions. By stnmtc the City of Fort Collins is exempt fruit, state and local rocs. Our Exemption Number is 11. NONWAIVER. 98-04502. Federal Excise Tax Exemption Cenineate of Registry R4.6000597 is repistered with the Collector of Failure of the Purchaser to insist upon stricl performance of the terra and conditinns hereof, failure or delay to dn Internal Revenue, Denver. Colorado (Ref. ColomRevised Statutes 1973. Chapter 37 2fi, 114 (a). excrc ise any rights or remedies provided herein or by Ira.: failure to promptly notify he Seller in the event of a breach, the acceptance ofor payment for goods hereunder or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED duc to failure to meet specification, sitter when shipped or duc to defects of any of the warranties or nbligatinn., of Ihis purchase order and shall not be deemed a waiver of any right of the damage in transit. may be mounted to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict performance herr for any of its rights or renmedies as to any such goods, regardless instructions from the City of Pon Collins. of when shipped, received or accepted, as In any prior or subsequent default hereunder. nor shall any porporuxt nml modification or rescission of this purchasc order by the Purchaser operate as a waiver of any of the toms Inspection. GOODS are subjccl to the City of To" Collins inspection an arrival. hereof. Final Acceptance. Receipt of the merchandise, services or cquipm in in response to this order can result in 12. ASSIG NbI ENT OF ANTITR UST CLA I hIS. authorized Payment on the part of the City of Fort Collins. However, it is to he understood that FINAL Seller and the Purchaser recognize that in actual economic practice. overcharges resulting fmm moitmst ACCEPTANCE is dependent upon completion ofall applicable required inspection procedurce, violations arc in fact home by the Purchaser. Theretofore, for grad cause and as consideration for cxemiting this purchasc order, the Scllcr hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments must he F.O.N., City of Fan Collins, 7M %Vmd St. Fort Collins CO 90522, unless acquired under federal or state antitmsl Ims:s for such mereharges relating to the particular goods 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 porsuant to this purchase order, bill most accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where ananfxemtets have distributing paints in various pans of the country, shipment is Iffle Purchaser directs the Seller to correct nonconforming or defective goods be a date In be agreed upon by the expected fmm the nearest distribution paint to destination, and excess freight will be deducted form Invoice when Purchaser and the Seiler, and the Seller thcrenner indicates its inability or tnw'illingncss to comply. the Purchaser shipments ure made from greater distance. may cause the work to be performed by the mast expeditious means available to it, and the Seller shall pay all costs associated with such work. Permits Seller shall procure at sellers sole cast all necessary Permits, eenificztes and licenses reignited by all applicable laws, regulations, ordinances and rules of the state, municipality, temtan, or political sufalk ision where the work is performed, or required by any other only constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fan Collins hemdens from and against all liability and loss incurred by them by reason of an asserted or established vinlation of any such laws, regulations, ordinances. rates and requirements. A Authorization. All panics to ibis contract agree that the representatives are. in fact, hang fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchose Order expressly limits acceptance to the terse and conditions stated herein set forth and any supplementary or additional mma and conditions annexed hcrem or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hachy rejected. 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 be cffccled within the time stated on the purchase order and the documents attached heretn. No acts of the Purchasers including, without limitation, acccptnncc ofpartial fire dCllverle5, shall operate as a wnivcr of Ihis prevision. In the event of anv delay, the Purchascr shall have, in addition to other legal and cquitahle readies, the option of plocing this order cNevActe and holding the Scllcr liable for damages Hmvevcr, the Scllcr shall not be liable for dnmagcs as a result of ddnys due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts of Gad. acts ofeivil or militarynnthontics. gmarmcnml pnemlim fires, strikes, 0ood, epidemics, wars or riots pmvided that notice of the conditions causing such delay is given to the Purchascr 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 m 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 andfor other descriptions given, will be fit for the purposes intended, and per( mod with the highest degree of cane and cmanctence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser hamdcss from any lass, damage or expense which the Purchascr may sutler or incur on account of the Scllcr breach of warranty. The Seller shall replace, repair or make good, without cast to the purchaser, any defects at faults arising within one (I) year of within such longer period of time as may be amscribcd by law or by the terms ofanv applicable wan ire, provided by the Scllcrancr the date of acceptance of the goads furnished hereunder (acccptnncc not to be unrcusanably delayed), resulting front imperfcct ar dcfctive work done ar materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not con timm a waiver of any claim under this warranty. Except as othcnrisc provided in this purchase order, the Scllcrs liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wmnntics or guarantees. but such liability shall in no swat ins lode loss of pofits or loss of use. NO IMPLIED WARRANTY OR M ERCHANTA I3I LITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to Icgal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the term. other than legal terms. including additions to or deletions From the quantities originally ordered in the specifications or draw ings, by verb I or written change order. If any such change affccu the amount duc or the time of performance hereunder, an equitable adjustment shall be made. h. TERMINATIONS. . The Purchaser may at any time by wrincn 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 many work or materials then in progress pmvided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted Friction of the goods and/or work, for incidental or consequential damages, and that no such ic1potmcat be made in favor of the Seller with respect to any goods which are the Scllcrs standard stick. No such ter motion 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 sec ened within Ihiny (30) days from the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller n'arrints 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 goods are subject. The Seller shall execute and deliver such documents as ntny be required in effect or evidence compliance NI laws and regulations required to he incorporated in agreements of this character arc hereby incorporated herein by this relcrenee. The Seller agrees to indemnify and hold the Purchaser harmless From all corm and damages suffered by the Purchascr as a result of the Scllcrs failure to comply with such low. 9. ASSIGNMENT. Neither piny shall assign, transfer. or convey this enter, or any roles due or In become duc hereunder without the prior wrincn consent of the other piny. 10. TITLE. The Seller vmrmnts fall, clear and unrestricted title to the Purchaser Final] equipment materials. and items furnished in performance of this ngrcemcnl. free and clear of any and all liens, restrictions, neservations, seconty interest cueambmaccs and claims of others. The Seller shall release the Purchaser and its contractors, of any net Tom all liability and claims of any nature resulting fmm 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. offecrs and employees ofsuch party. The Selves contractual obligations, including wantonly, shall not be deemed to be reduced, in any way. because such work is perforated or caused to he perforncd by the Purchaser. 14. PATENTS. Whenever the Set let is rcqu i red to use any design, device. material or process covered by letter, intent, trademark or copyright, the Seller shall indemnify and save hamdcss the Purchaser From any and all claims for infringement by rcosno of the use of such narrated design, device, material or process in connection with the contract, and shall indemnify the Purchascr for any cost, expense or damage which it moy be obliged to pry by reason of such infringement at any time daring the pmccutinn or after the completion of the work. In ease said equipment. or any part thereof or the intended use of tlm 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 Purchascr the right to continue using said cquipmcnt or parts, replace the same with substantially equal but noninfringing cquipmcnt, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seiler shall become insolvent at bankmpt make on assignment for the benefit of creditors, appoint a receiver or tmstee for any of the Sellers property or business this order may forthwith be canceled by the Purchaser without Iiabilite. 16. GOVERNING LAW. The definitions of terms used or the interpretation uric agreement and the rights ofall panics hereunder shall be construed under and governed by the laws of the State of Colondo. USA. The follmving Additional Conditions apply only in cases where the Seller is to perform, work hereunder, including the scrviccu of Scllcrs Represenmtivc(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Scllcr shall tarty on said work at Scllcrs own risA until the same is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work and/or materials before Scllces final completion and acceptance, complete the work at Seller's can expense and to the satisfaction of the Purcbser. When materials and cquipmcnt arc Famished 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 andter equipment were being furnished by the Seller under the order. I S. INSURANCE. The Seiler shall, at his own expense, provide for the payment of workers conincnsvtitin. including occupational disease benefits, to its employees employed on or in connection with the work cmcrod by this purchase order. and/or to their dependents in accordance with the Imes of the state in which the work is to be done. The Seller shall also cam comprehensive general liability including, but not limited to, contractual and automobile public liability incumnce with hastily injury and death limit of ran Icml S300.000 for any one pavan, 5500.000 to, any one accident and pmperty damage limit per accident of 5400.000. The Seller shall likewise require his contractors, if any, to provide for stet, compensation and insurance Before any of the Scllcrs er his contractors employees zhall do any work open the premiss of others, the Seller shall furnish the Purchascr with a ecnincate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have teen provided. Such ccnificmcs shall specify the date when .such compensation and insurance expires. The Scllcr 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 Scllcr hereby assumes the entire resparoduility and liability for any and all damage Inss or injury ofan , kind or nature whatsoever to persons or pmpeny caused by or resulting Farm the execution ofthe work provided for in this purchase onler or in connection herewith. The Seller will indcnmify and hold hamdcss the Purchascr and anv or all of the Purchosem oRmers, agents and employees Tom and against any and all claims, losses, damages, charges or expenses, whdlwr direct or indirect. and whether to pcoons or property to which the Purchascr may he pat or subject by reason of nny net, action, neglect. emission or default on the pan of the Scllcr, any of his contactors, or anv of the Sellers or contractors officers, agents or employees. In case any snit or other proceedings shall be brought against the Parchascr. or its officers, agents or employees at any time on account or by reason of any act, action, neglect omission at default of the Seller of any of his contractors or any of its or their Offices, agcna or employees as aforesaid, the Scllcr hereby ngrccs to assnmc the defense thcrcof and in defend the same at the Sellers own expense, m pay any and all costs, charges, attorneys fees and other expenses, any and all judgments that may be incurred by of obtained against the Purchaser or any of its or their ofncets, .agents or empbyccs in such suits m other proceedings, and in case _judgment or other lien he placed upon or obtained against the property, of the Purchascr, or said parties in or ns n result of such suits or other proceedings. the Scllcr mill at once cause the same to be dissolved and discharged by giving Fund m nthcnvi,c. The Scllcr and his contractors shall take all safety precautions, furnish and install all gwards necessary for the prevention of accidents, comply with all Imes and rcgulatimm with regard to safety including, but without limitation, the Occupational Safety and health Act of 1970 and all mles and regulations issued pursuant thereto. Revised 03/2010