HomeMy WebLinkAbout512149 SOCIALMENTUM LLC - PURCHASE ORDER - 9141857Fort Collins
Date: 04/01/2014
Vendor: 512149
SOCIALMENTUM LLC
dba MINDMIXER
1111 N 13TH ST SUITE 101
OMAHA NE 68102
PURCHASE ORDER
PO Number Page
9141857 1of2
This number must appear
on all invoices, packing
sli s and labels.
Ship To: CITY MANAGER
CITY OF FORT COLLINS
300 LAPORTE AVE
CITY HALL WEST- 1ST FLOOR
FORT COLLINS CO 80521
Delivery Date: 04/01/2014 Buyer: PAUL, GERRY
Note:
Line Description Quantity UOM Unit Price Extended
Ordered Price
i MindMixer Annual Agreement
March 1 2014 - Feb 28 2015
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by Gerry S. Paul
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
=0
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
I. COMMERCIAL DETAILS.
Tax exemptions. By statute the City of Fan Collins is exempt from state and local taxes. Our Exemption Number is
I I. NON WANER.
98-04502. Federal Excise Tax Exemption Cenifcate of Registry 84-6000587 is registered with the Collector of
Failure of the Purchaser to insist upon strict performance of the mrms end conditions hereof, failure or delay 10
Internal Revenue, Drover, Colorado (Ref. Colorado Revised Stamm 1973, Chapter 39-26,114 (a).
exercise any rights or remedies provided herein or by law, failure to promptly notify the Sella in the event of a
breach, the acceptance ofor payment f, goods hereunder or approval of the design, shall not release be Seller of
Goods Rejected. GOODS REJECTED due to failure 0 men specifications, either when shipped or due to defects of
MY of the wammtias or obligations of this purchase order and shall not be deemed a waiver of any right of the
damage in Mount, may he returned W You for credit and are not to be replaced except upon Main of%mum
purchaser to insist upon strict performance hereof or any of its rights or patches as E,any such good,regardless
instructions from the City of Fan Collins.
of when shipped, received or acceptd, m to any prior or subsequent default baemder, nor shall any functioned
oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms
Inspection. GOODS are Subdue to be City of Fort Coll am impaction on consul.
hereof.
Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in
12. ASSIGNMENT OF ANTITRUST CLAIMS.
ammixed payment on the pan of the City of Port Collim, However, it is to be understood that FINAL
Seller sad the Pmchava recognize Nat in sans] economic practice, overcharges resulting from comiuust
ACCEPTANCE is dependent upon completion of all applicable required inspection procedures.
violations are in fact home by the Purchaser. Theretofore, for good cause and ss consideration for executing this
purchase order, the Seller hereby assigns or Ne Purchaser any and all claims it nary now have or hemafer
Freight Terms. Shipments most be F.O.B., City of Fan Collins, 700 Wood St, Fan Collins, CO 80522, unless
acquired under federal or scene antitrust bawx for such overcharges relating to the particular goods or services
oNerwdse specified on Nis order. If permission is given to prepay fight and charge separately. Me original freight
pumattd Or squired by the Purchaser pursuan, to this purchase oNer.
bill most acmmanv invoice. Addiaoal me. for racking will sot he accmtcd
Shipment Domnce. Where m nofactarem have distributing Forms in us pans or the country, shipment is
return from the rean distribution point to destinations and excess freight will be deducted tram Invoice when
shipments are made from greater distance.
Permits. Seiler shall procure at sellers sole cost all necessary permits, reanimates and licenua acquired by all
applicable laws, regulations, ordinances and roles of the sure, municipality, mrdmry or political subdivision where
the work is performed,, required by My order duly combined public authority having jurisdiction over be work
of vendor. Sella further agrees to hold the City of Fan Collins harmleas from and against all liability and lass
incurred by them by reason of an asserted or establixhad violation of any such laws, regulations, radiances, roles
and requirements.
Authorization. All parties to this contract agree that the represemutives are, in fact, bona fide and possess fall and
complete authority to bind said parties.
LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the teens and conditions sated
herein set foM and any supplementary or additional terms and candrions annexed hereto M inscrpional herein by
ref ace. Any additiovl or diff m tams and condoms proposed by seller are objected to and hereby fated.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately ifyou cavort make mmplere shipment to at, on your
promised delivery date as noted. Time is Of the essence. Delivery and performance must be elected within fie time
stated on the purchase order and the documents attached hereto. No has of the Purch era Including, without
limitation, acceptance Of partial late deliveries, shall operate as a waiver of this provision. In the event of any delay,
the purchaser shall have, in addition to other legal and equitable remedies, the option or placing this order elsewhere
and holding the Seller liable for damages. However, the Seller shall not he liable for damages ss a result of delays
due to causes not nationality foreseeable which art beyond is reasonable mewl and without its fault of negligence,
such acts afGod, ara of civil or miliury authorities, cosmonaut priorities, fires, strikes, Bond, epidemics, wars,
nos provided that nonce of the mnditiors causing such delay is given to be Parchuer within five (5) days of the
time when the Seller first received knowledge Nenaf. In the even, of any such delay, the dam Of delivery shall he
extended for be period equal to the time = Mal ly loot by reason of the delay.
3. WARRANTY.
The Seller warnings that all good, articles, materials and work covered by this order will conform with applicable
drawings, specifications, samples cxdl, be, descriptions given, will he fit far the puryerm mucndd, and
performed with the highest degree of rare and compe cenee in accordance with accepted standards for work of a
milar ... The Seller agree 1r hold be purchaser harmled from any loss, damage or expense which rde
purchaser may suler or incur an account of dre Sellers breach of.,. The get], sha
ll MI., repair or make
good, without cost to the purchase, any defect or fault rasing within one (I) year, within Such longer period of
time as may be prescribed by law or by the term ofany applicable warranty provided by the Sella after the date of
acceptance of the goals famished hereunder (acceptance mol to be unreasombly delayed), resulting from imperfect
or defective work done or materials famished by the Seller. Acceptance or use of good by the Formosa shall nor
corstimte a waiver of any claim under this warranry. Except as otherwise provided in this purchase order, be Sellers
holiday hereunder shall extend to sit damages proximately caused by the breach of any of the foregoing warranties
or goara to but such liability shdl in an event include loss ofpmfs or lass 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 wrinm change order.
5. CHANGES IN COMMERCIAL TERMS,
The Pumhaser may make any changes to the mrms, other man legal terms, including additions to , deletions from
the quantities originally ordered in the specifmhons or drawings, by verbal or written change wiles. If any such
change affects be amount due or the time of performance hereunder, an equitable adjustment shall be made.
6. TERMINATIONS.
The Purchaser may at any have by wrinen change order, terminate this agreement as to any or all portions of the
good men not shipped, subjat m any rxi iti bl, ribustmmt between the Parties as 1r any work, materials men in
progress provided that the Producer shall not he liable for any claims for anticipated prefix an the uncompleted
portion of the gand and/or work, for incidental or consequential damages, and that no such adjustment he made in
laver of the Seller with respect to any good which are the Sellers standard stock. No such mtmiation shall relieve
the Purchaser or be Sella of any ofineir obligations as to any goods delivered hereunder.
9. CLAIMS FOR ADJUSTMENT.
Any claim for Mjnsnmmn most be asserted within thirty (30) days from me date the change , c rniation is
ordered.
8. COMPLIANCE WITH LAW.
The Seller warrants that all goods sold hereunder stall have been produced, sold, delivered and famished in strict
compliance with all applicable laws and regulations no wldch the goods are subject. The Seller shall execute and
deliver such documents ne may be required ro effect or evidence compliance. All laws and regulations required a he
incorporated in agreements of this character era hereby incorporated herein by Its reference. The Sella agrees to
indemnify and hold the Purchaser harmless from all rusts and damages suffered by the Producer ss a result of be
Sellers failure m comply with such law.
9. ASSIGNMENT.
Neither party shall assigns tarsier, or convey this order, or any monies due or to become due hereunder without the
prior wnnm consent of the other party.
10. TITLE.
The Seller warrants full, clear and unrestricted title to the purchaser for all thimpmmt, materials, and items furnished
in performance of this agreement free and clear of any and all liens, mtnctioa, .1ioa, security moment
encumbrance and claims of others.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
Ifthe Purchaser directs Use Seller to correct nonconforming or defective good by a date to he agreed upon by the
Purchaser and the Seller, and the Seller Hereafter indicates its inability w unwillingness to comply, the Purchaser
may cause the work to be Onfica od by Me most expeditious means available to it, and the Seller shall pay all
casts associated with such work.
The Seller shall release the Parcha er and is contmcors of any Our franc all liability and claims of any not.
resulting from the performance afsuch work.
This release shall apply even in be event of fault of negligence of the party released and shall extend to the
directors, ORcers and employees afsuch party.
The Settees contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because
such work is performed or caused to be performed by the Purchaser.
14. PATENTS.
Whenever be Seller is required to use any design, device, material or process covered by lever, patenn, trademark
or copyright, the Seller shall indemnify and save herrn eas be Purelm r from any and all claims for infringement
by reason of Ne use of such patented design, device, marmot 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 such
infringement at any time during the prosecution or after the completion of the work. In case said equipment, or
any pan thereof or the intended use of the good, 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 be same with substantially equal but
naninfringing equipment, or modify it so it becomes noninfdrging.
15. INSOLVENCY.
If the Sella shall become insolvent or bmJmpt. make an assignment for the benefit of ctedltors, appoint a
rccrner or trader for any of the Sellers property or business, this order may forthwith he canceled by the
Purchaser without liability.
16. GOVERNING LAW.
The definitions of tenrm used or the interpretation of the agreement and the right of all parties hereunder shut[ he
consbued under and govemed by the laws ofine State of Colorado, USA.
The following Additional Conditions apply only in cases where the Sella u to perform work hereunder,
including the Sasices ofScllen Rep Mwative(s), on due premises ofedias.
17. SELLERS RESPONSIBILITY.
The Seller shall carry on said work at Sellers own risk and the same is fully completed and accepted, and shall,
in e of any accident, destruction or injury to the work ardor materials before Sellers final completion and
acceptance, complete the work at Sellers awn expense and to the satisfaction of the Purchaser. When materials
and equipment are famished by others for instillation or erection by the Seller, the Sella shall receive, unload,
Saw and handle same at the site and become responsible there(, as though such materials anchor cquipmmt
were being fumishd by be Seller under Ne oNer.
19. INSURANCE.
The Sella shall, at his own expetsse, provide for the pvymma ofwarkers compenation, including occupational
disuse berefits, to it employees 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 since in which the work is to be done. The Sella
shall also carry comprehensive general liability including, but not limited to, contr=tml and aotomubile public
liability insmaace with bodily injury and death limits of at last S300,00(c for any one person, S500,000 for any
one accident and property damage limit per accident of Seal,". The Seller shall likewise rryuim his
untractars, if any, to provide for such compensation and insurance. Before any of the Sellers or has contractors
employees shall da any work upon the premises of others, the Sella shall ( ish the Purchaser with a certificate
that such compensation and iaumnce have been provided. Such certificates shall specify me dam when such
mmpeaation and insurance have been provided. Such certificates shall specify the date when such compensation
and insurance expires. The Seller agrees mat such compenmion end insurance shall be maintained —,it after the
entire work is completed and accepted.
19. PROTECTION AGAINST ACCIDENTS AND DAMAGES.
The Sella hereby assumes the entire responsibility and liability far any and all damage, loss or injury of any kind
in sum whets a ver to persons or property caused by or resulting from Me execution ofthe work provided for in
this purchase order or in estimation herewids The Seller will constantly, and hold hamdess be Purchaser and any
or all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages,
charges, expenses, whether direct or induct r, ad whether b persons at property to which be Purchases may
be put or subjat by reason of any net, action, neglect, omission , default on the pan of be Seller, any of his
contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other
proceedings shall be brought against the Purchase, or its officers, agents or employees at any time on account or
by reason of any act, action, neglect, omission or default of the Sella of any of his contractors or any of its or
their aMs., egrets or employees as aforesaid, the Sella hereby agues ac assume the defnsc thereat and to
defend die same at the Sellers own experse, to pay any and all cods, chorgw, amo rmys foes and other expenses,
any and all judgment tat ani he incurred by , Obtained again, the Poindexter or any of its ar their offcers,
agmm or employees in such ..its or be, proceeding, and is cede judgmmn or other him he placed upon ,
obtained against be Property of the Purchaser, or said parties in or as a result of such suits or other proceeding,
the Sella will at once cause the same to he dissolved and discharged by giving bond or otherwise. The Sella and
his contractors shall take all safety precautions, famish and install all guard necessary for be prevention of
accidents, comply with all laws and regulations with regard to safety including, but without limitation, be
Occupational Safety and Health Act of 1970 and all mles and regulations issued pursuant thereto.
Revised 03=0