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Home My WebLink About508289 SQUARE I TECHNOLOGIES INC - PURCHASE ORDER - 9125338PO Page PURCHASE ORDER City Of 912533er 125338 1.12 F6 rt Collinshisnumbermustappear ` ` 1 1 on all invoices, packing //_^r`l_J`_' slips and labels. Date: 10/08/2012 Vendor: 508289 Ship To: NATURAL RESOURCES SQUAREI TECHNOLOGIES INC CITY OF FORT COLLINS 1315 OAKRIDGE DR SUITE 100 200 W. MOUNTAIN FORT COLLINS Colorado 80525 FORT COLLINS Colorado 80521 Delivery Date: 10/05/2012 Buyer: ED BONNETTE Note: PER 7344 NATURAL AREAS SOFTWARE CONTRACT AWARDED TO SQUARE I TECHNOLOGIES. Line Description Quantity UOM Unit Price Extended Ordered Price Volunteer software 1 LOT LS 140,000.00 per 7344 Natural Areas Softwar Total $140,000.00 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 Accounting Department City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 PO Box 580 Phone:970-221-6775 Fax 970-221-6707 Email:purchasing@fcgov.com Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By while the City of Fort Collins is exempt from some and local nixes. One Exemption Number is II. NONWAIVER. 98-04502. Federal Excise Tax Exemption Cratifioam of Registry 84-6000597 is registered with me Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failurt or delay to Internal Revenue, Derveq Colorado (Ref. Colorado Revised Swedes 1973, Chapter 39-26,114 (a). exercise any rights or remedies provided herein or by law, failure to promptly ratify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval of Re design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failurt to meet specificatierrs, either when shipped or due a deft,, of my of the wamamies or obligations of this purchase mdcr and shell not be deemed a waiver of any right of the damage in transit, may be reamed m you for credit and arc not a be replaced except upon receipt of wrinen purchaser to waist upon stria performance her c nfor any ofits rights or remedies a to any such goads, regardless instructions form the City ofFny Collins. of when shipped, «mived or accepted, as to any prior or subsequent default hereunder, nor shall any purported onl modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the mots ImPnetlon. GOODS x subject to the City of Fort Collins inspection an arrival. hereof. Final Acceptance. Receipt of die merchandise, services or equipment in response to this order ran result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorired payment on the pan of the City of Fort Collins. However, it is to be understood chat FINAL Seller and the Purchaser recognize that in meal rcomume precticr, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations art in fact home by the Forswear. Theremfom, per good cause and w consideration for executing the Purchase under, the Seller hereby oadgns to the Purchaser my and all claims it may raw have or broader Freight Times. Shipments most b r F.O.B., City of Fort Collins, 700 Wood See, Fort Collins, CO 80522, unless acquired under deduced or soon antitrust taws for such overcharges relating to the particular goods or service otherwise specified an this order. If permission is given to prepay Enright and charge srporamly, the original freight parehased or acquired by the Purchaser punumt to this purchase order. bill ma, accompany invoice. Additional charges for packing will east be accepted 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. When manufacturers have distributing points in various pans of the country, shipment is 119he Purchaser directs the Seller to correct nonconforming or defective goods by a date to he agreed upon by the expected from the nearest distribution paint to destination, and excess freight will be deducted from location 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 il, and the Seller shall pay all costs associated with such work. Permits. Seller shall procure at sellers sole cost all necessary permits, cafficams and licenses required by ell applicable laws, regain ...... dimnces and roles of the slate, municipality, territory or political subdivision where The Seller shall rclanse the Purchaser end its contractors of any tie, from all liability and claims of any moue, Re work is performed, or required by any other duly commuted public authority having jurisdiction over the work reaching from the performance of such work, of vendor. Seller further agree to hold the City of Fort Collins harmless from and against all liability and lass incurred by them by reason of an asserted or calblishe l violation of any such laws, reguwtima, ordinances, roles This release shall apply even in the event of fault of negligence of the any released and shall extend to the and requirements, directors, officers and employees of such parry. Authorization. All parties to this contract agree del the representatives are, can fact, bona fide and possess PoII and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terns and conditions stated heroin set forth and any supplementary ar ndditional tenors and conditions annexed hems. or incorporated herein by reference. Any additional or different terms and ca uditions proposed by seller arc objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyou cannot make complete shipment to arrive on your promised delivery date as noted. Time is ofthe essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Producers including, without limitation, accepmnce of parial 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 ofplaciw miss order elsewhere and holding the Seller liable for damages. However, We Seller shell at be liable for damages as a result of delays due m causes not reasonably foreseeable which art beyond its reasonable cowl and without its fault of negligence, such aces of God, acts pried at military authorities, governmental priorities, firms, stokes, Rood, epidemics, wars or now provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the rime when the Seller first received knowledge format In the event of my such delay, the date of delivery shall be exteadW for the pone, equal m the time actually dmr by.. of the delay. 3. WARRANTY. The Sauer warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, spccificatimes, samples mdlir other descnpfions given, will be fit for the purposes intended, and perfocenM with the highest degree of cart and competence in accordance with accepted wardar is for work of a similar name. The Seller agrees to hold the purchaser harmless fora my lou, damage or expense which the Purchsser may stdTcr ce incur on account of the Sellers breach ofwmomty. The Seiler shall replace, repair or make goad, withml cost to the purchaser, my defects or faults arising within one (I) year or within such longer period of time a may be pram bed by law or by the terms of my applicable warranty provided by the Sellm after the date of mcepmnce of the goods fished hereunder (acceptance act W be unreasonably delayed), resulting form imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Pmchaer shall not comtimm a weiver of my claim under this waoanry. Except or otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of my of the foregoing warranties or guarantees, but such liability shall in no event include loss ofprofits of loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES M LEGAL TERMS. The Fireboat, may make changes to legal terra by women change coder. S. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the more, oche, I],an legal terns, including additions to or deletions from the quantities migionlly ordered in tire specifications or drawings, by verbal or wrinen change order. If any such change affecor the amount due or the time of performance heeundm an a uiable adjustment shall be made. 6. TERMINATIONS. The Purchase, may at any rime by writ, change other, terminate muffs agreement w to any or all portions of the goods then not shipped, subject to any equitable adjustment between the parties as to any work or mmedals then in progress provided mat the Puri shall not be liable for any claims for anticipated prefix on the uncompleted Portion of the goods author work, for incidental or cansMuential damages, and that an cosh adjustment be made in favor of the Seller with respect to any goods which are the Sellers standard stock. No such termination slmll relieve the Purchaser or the Seller ofany of their obligations a to any goods delivered hereunder. T. CLAIMS FOR ADJUSTMENT. Any claim for adjustment at be reserved within thirty (30) days form the date the change or termination is ordered 8. COMPLIANCE WITH LA W. The Seller wmmnte Nee all goods sold hereunder shall have been produced, sold, delivered and fished in strict compliance with ell applimble laws and regulations to which the goods on, subject The Seller shall execute and deliver such documents is may be required to efft ,err evidence compliance. All laws and regulations required to bes ncorporated in agreements of this character are hereby incorporated ]retain by this reference. The Seller agrees to indemnify end hold the Purchnxr harmless from ell casts and damages sutie rl by the Purchaser ere a mull of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, transfer, or convey this order, or my monies due or to became due hereunder without fur prior written consent of the other party. 10. TITLE, The Seller warrants full, clear and umestdcted of to the Purchaser for all equipment, materials, and items ferdshed in performance of this agreement, free and clear of any and all liens, resnietio rs, raervatima, security interest encumbmmus and claims of.there. The Sellees contractor obligations, including warranty, shall not be deemed m be reduced, in any way, because such work is performed or caused to be performed by die Purchaser. 14. PATENTS. Wbenevcr the Seller is required to use any design, device, material or process covered by letter, prem, trademark r copyright. the Seller shall indenmify and save harmless the Purchaser does any and all claims for inPo'ngement by reason of the use of such patented design, device, material or process in connection with the connaa, .it shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or after the completion ofthe work. In case said equipment, or any part thereof or the intended use of die gas&, 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 pans, replace the same with substantially equal but noninfringing equipment, or modify it as it becomes noninfinging. 15. INSOLVENCY. If the Seller shall became insolvent or bankrupt, make an assignment for the benefit of creditors, appoint e receiver or trustee for any of the Sellers property or business this other may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms mind or the interpretation ofthe agreement and the rights of all ponies hereunder shall be constmed ender and governed by the laws affair State of Colombo, USA. The following Additional Conditions apply only in sous when the Seller is W perform work hereunder, including the services of Sellers Repo entative(s), on the premises ofothers. 17. SELLERS RESPONSIBILITY, The Seller shall carry on said work at Sellers own risk until the same is Rally completed and accepted, and shall, n case of my accident, destruction or injury to the work and/or materials before Sellres final completion and acceptance, complete the work at Settees own expense and to the satisfaction of cue Purchaser. When materals and equipment are fished by others for installation or erectioa by the Seller, the Seller shall receive, unload, store and handle come at the site and become responsible theri or though such materials and/or equipment were being fumished by the Seller under die ardor. 18, MSURANCE. The Seller shall, at his awn expense, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed an or in comectian with ore work covered by this purchase ardor, 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 cony comprehensive general liability including, but not limited to, economist and automobile public liability insurance with bodily injury and death limits of at least $300,000 for any one person, $500,000 for any one accident and properly damage limit per accident of S400,eof 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 work upon the premises of others, the Seller shall famish the Purchaser with a certificate tout such mon,encroon and insurance have been provided. Such certificates shall specify ore date when such compensation and insurance have been provided. Such certificates shall specify roue date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after We entire work is eamplaed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for my and all damage, loss or injury many kind or nature whosoever to Persons or pmpesty caused by or resulting fora ❑c execution ofthe work provided far in this pu chose order or in connector herewith. The Seller will indemnify and hold named. the Purchaser and any r all of the Purchaners oRcerb, agents and employees foam and against any and all claims, lasses, damages, charges or expenses, whether direct or indirect, and whether to person or property in which she Purchaser may be, put or subject by reason of my ae, action, neglect, omission or default on the pan of the Seller, any of his contwcton, 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 rcaron of any act, action, neglect, omission or default of the Seller of my of his contractors or my of its or their officers, agents or employees to aforesaid, the Seller hereby agrees an assume the defense thereof and to defend the same at the Sellers awn -pence, t. pay my and all mats, charges, choosey, fees and other expereso, any acid all judgments that may be incurred by or obtained against the Purchaser or any of its or their oRcer, agents or employees in such suits or other proceedings, and in rase judgment or other lien be placed upon or obtained against the property of the Portman, or mid pononies in or as a result of such suits or other proceeding, the Seller will at once cause the same to be dissolved and discharri by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, f ish and ha mil all guards nmessary for the prevention of accidents, comply wit all laws and regulations with regard in safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all cola and regulations issued pursuant theme.. Revised 03R0W