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HomeMy WebLinkAbout489322 ACCELLION INC - PURCHASE ORDER - 9142603Fort Collins Date: 05/09/2014 PURCHASE ORDER PO Number Page 9142603 1of2 This number must appear on all invoices, packing slips and labels. Vendor: 489322 Ship To: MIS ACCELLION INC CITY OF FORT COLLINS 1804 EMBARCADERO ROAD #200 215 N MASON, 3RD FLOOR PALO CA 94303 FORT COLLINS CO 80524-4408 Delivery Date: 05/08/2014 Buyer: DAVID CAREY N ote: Line Description Quantity OM Unit Price Extended Ordered Price ACCELLION SUBSCRIPTION RENEWAL 1 LOT LS 21,220.00 ACCT#107634 - J.HUSTED ACCELLION SUBSCRIPTION RENEWALS License Period: 7/1/14 to 6/30/15. Renewal Type, Descriptions, Quantities and Prices per 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 Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terns and Conditions Page 2 of 2 1. COMISIERC1ALDETAILS. Tax exemptions. By statute the City of Fon Collim is exempt tram state and local mass. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is regis¢red with the Collector of Internal Revenue, Denver, Colorado (Ref Colorado Revised Statutes 1993, Chapter 39-26, 114 (a). Goods Rejected, GOODS REJECTED due to failure to men a,be fications, either when shipped or due to defects of damage in transit, may be reammed to you for credit and arc not to be replaced except upon receipt of written instraii from the City of Fart Codes. Inspection . GOODS art subject to the City of Fort Collins inspection m arrival. Final Acceptance. Receipt of the merchandix, services or equipment in resporme m this order can result in authorized payment on the pan of the City of Fon Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Terms. Shipments must be F.O.O., City of Fair Collins, 700 Wood M., Pon Collins, CO 80522, unit. otherwise specified on this order. Upmnission is given to prepay freight and charge separately, the original freight bill must accompany invoice. Additional charges for packing will not be retested. Shipment Distance. Where manufmture. have d¢tdbming Points in varia.pans of flap c unary, shipment is expected from the neat distribution point to dntirntion, and excess freight will be deducted f Invoice when Shipments are made from greater distance. Permiu. Seller shall procure at sellers sole cast all necessary permits, cenifica es and laminas required by all upplimble luwa, regale ims, ordinances and cola Afro, smtg muniaipalm,, tenitory nr mhaml subdivision where the work is performed, or terminal by any other duly constituted public authority having jurisdiction over the work of vendor. Seller former agrees to bold the City of Tom Collins harmless from and against all liability and loss incurred by them by reason of An azSAAM err established vi,Idiw of any such laws, regulations, ordbmnces, rules and requirements. Authorization. All panic to this contract agree that the reprme ntarives are, in fad, bona fide And po.ess full as complete authority to bind said panic LIMITATION OF TERMS. 'Ibis Purchase Order expressly limits acceptance to the temp and conditions stated herein set forth And any supplementary or additional terms and conditions annexed hereto or incorpommd herein by reference. Any additional or different tease and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyuu cannot make complete shipment to arrive on your p massed delivery date as noted. Time u of roe essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without Limitation, acceptance of partial late deliveries, shall opemle As a waiver of this provision. In the o'er of my delay, the Pmchaer shall have, in Addition m other legal as equitable remedies, the option of placing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages AS a result ofdelays due to causes mn reasonably foreseeable which are beyond its reasonable control and without in fault of negligence, such acts of God, acts ofcivil or military authorities, guvonnommi priorities, fires, strikes, flood, epidemics, wars or riots provided that notice of the conditions musing such delay is given m the Purchaser within five (5) doys of the time when the Sella fat received knowledge Thereat: In the event of any welt delay, the date of delivery shall be extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller warrants Bar all gals, Articles, materials and work covered by this order will conform with Applicable drawings, specifmcationa, samples ardor other descriptions given, will ba lot for the pwposes intended, And performed with the highest degree of cure and competence in Accordance with accepted standard for work of a similar mtlu a. The Seller agrees to bold the parchment, harmless fiom any loss, damage m as,. which the Purchaser may aufl'er or incur on account ofthe Sellers breach of warranty. The Seller shall replace, repair or make good, with to cost 10 the purchaser, any deft. or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the terms of any applicable warranty provided by the Sella aner the late of Acceptance of the goods famished hereunder (acceptance not to be ameamnably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser Alto[] not omtimre a waiver of any claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability bereuaer Shall mend to AIL damages proximately wood by the breach of any of the foregoing warrmlies Air Ammonites, but such liability shall in no event include Ira of profits or loss of mac. 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 written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may male any change to the terns, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. It any such mange am Is the amount due or the time of perfomunce hereaan aer, equitable Adst jument shall be mere. 6. TERMINATIONS, The Purchaser may a1 any time by wunrn change order, rermimte this agreement As to Any or all penions of the goad then rest shipped, subject to any equitable adjuster, between the panic As to any work or materials than in progress provided that the Purchaser shall not he liabla for Any claims for anticipated profits on the uncompleted portion of the good and/or work, for incidental or consequential damages. And that no such adjustment he made in favor of the Seller wish respect m Any goods which arc the Sellers standard stock. No such termination shall red ieve the Pumbasa or the Seller of any oftheir obligations As to any good delivered hereunder. Y. CLAIMS FOR ADJUSTMENT. Any claim for adjustment mar be Asserted within thirty (30) days from the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller woman that all good sold hemari shall have been produeed, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the good Are subject The Seller shall execute And deliver such documents As may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser As; a result of the Sellers failure 10 comply with such law. 9. ASSIGNMENT. Neither piny shall maign, lmmfcr, or convey this order, or any monies due or to become due hamunder, Schaal the prior wham swum of the other parry. 10. TITLE. The Seller warrants full, clear and committed title to the Purchaser for all equipment, materials, and imms famished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security, interest encumbrances and claims oforhan. I I. NONWAIVER. FoilPre of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure a delay to any rights or medies provided herein nonstill, by law, failure to proptly notify the Seller in the event of a breach, re ach, me acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of my of the warrant ica or obligations of this purehau order and shall not be deemed a waiver of any right of the parchaxr to insist npaa aide pertormance hereof or Any of its rights or remedies as to any such good, regardless of when shipped, received in meepted, as to my prim or subsequent dK aril hereunder, or shall any purported oral modifungi. A or rear son.. of this pumhaze order by the Purchase opewte . A Waiver of A, of the tears hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economicresulting practice, overcharges from antitrust violations are in fact home by the Purchaser. TwOmfiore,far good cause And as consideration for executing this purchase order, the Seller hereby assigns to the Purchasar any and all claims it may now have or hereafter acquired under federal or state antitrust laws for such overcharges relating to the particular good or services purchased or acquired by the Purchaser pursuant to this purchax order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller 10 correct nonconforming or defective goods by A date to be agreed upon by the Puahvar and the Sella, and the Seller thereafter magmata its AMPIiry ar unwillingness In comply, the Purchsser may cause the work to be performed by the most expeditious means mailable to it, and the Seller shall Pay all costs associated with such work. The Seller shall celesta the Pufmazer and its contractors of any tier from all liability and claims of any nature moulting from the performance ofsuch work. This release shall apply even in the event of fault of negligence of the party rele:ued and shall extend m the directors, officers and employm ofsuch perry. The Sellers contractual obligations, including warranty, shall nest be domed to be reduced, in any way, because such work is Performed or caused to be performed by the Purchaser. ' 14. PATENTS. Whenever the Seller is required to me any design, device, material or posi covered by letter, parent, trademark r copyright, the Seller shall indmnnify and save hannlesa the Parchaser from any and aI I claims for infringement by reason of the use of Poch patented design, device, material or process in connection with the contract, and shall indemnify, the Purchaser for Any cost, as,. or damage which it may he obliged to pay by reason of such infringement at any time during the prosecution at after the mmplerim of the work. In base said quipment, or Any pan harbor or the intended Am of the goods, is in such suit held in ronstimte infringement and the One of said equipment or pan is enjoined, the Seller shall, at its own expense and in its option. either procure for the Purchaser the right to continue uswg said equipment or pan; replaee the same with substantially equal but noninfn-nging equipment, or modify it So 11 become nonlnfirnging, 15. INSOLVENCY. If the Seller shall become insolvent or bmkmpt, make ea assignment for the benefit of trading appoint A beciver or trustee for any of the Sellers property or business, this order may forthwith be, canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions efforts weal or the interpretation ofthe agreement and the rights of all parties hereunder shall be constued under and governed by the laws ofthe State ofColomdo, USA. The following Additional Conditions apply only in base, when, the Seller is to perform work hereunder, including the Services of Sellers Resomagative(s), on the premises of others. 19. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk until the same is fully completed and arranged, and shall, in Se of my accident, destruction or injury to the work and/or materials before Sellers fired completion and acceptance, complete the work at Sellers own expense and ro the satisfaction of the Purehans. When materials And equipment are (umished by others for installation or erection by Jr Stitt, Jute Seller shall receive, wlood, stare and handle same At the sire And becmrrc mpomible therefor As though such rnmmals andim cq.i,.t were being famished by the Seller under the order. 18. INSURANCE. The Seller shall, at his awn expenx, provide for the payment of workers compensation, including occupational disease remains, to its employees employed on or in connection with the work covered by this purchase order, muter 10 their dependents in accordance with the laws of the Sate in which he 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 $300,000 for any one person, $500,000 for any one accident and Limitary damage limit per Accident of S400,000. The Seller shall likewise rquire his contractors, if my, to provide for such compensation end iasmmi Before Any of the Sellers or his commctors employees shall do my work upon the premises of others, the Seller shall furnish the Purchaser with A certificate that such compensation and insurance have been provided. Each certificate shall specify the date when such compensation And insurance have been provided. Such wnificatw shall specify to, date when such compenation and announce tapioca. The Seller agrees that such compensation and insnmnce dull be maintained until aner the entire work is completed And accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss, or injury of any kind thnature whimn ever to parsoren or property caused by or resulting from the execution alike work provided for m is pumbase order or in connection herewith. The Serer will indemai5and hold nameless the Purehxser And my or all of the Purchasers offers, agents And employees rmm And against any sea all claims, losses, damages, charges or expenses, whether direct or indirect. And whMer W persons or property to which the Purchaser may b, put or subject by mason of Any act, action, neglect, omission m default on the pm of the Sella, any of his contradprs, or Any of the Sellers or mmractors officers, agents or employees. In muse any suit or other proceedings shall be bmuglm against the Pureh gm, or its officers, agents or employees at any time on account or by reason or any act, action, neglect, omission or default of the Seller of any of his contractors or any of its ar their oRoers, agents or employees as aforesaid, the Seller hereby agrees to Assume the defense thereof and to defend the same at the Sellers awn expense, to pay any and at I costs, charges, attorneys fees and other expenses, Any aAd All judgments that may be incurred by or obtained Against the Purchaser in my of its or their officers, Agents m employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Pumhaer, or said panic in or As; a result ofsuch suits or other proceedings, But Seller will at once wax the name to be diswhN as discharge by giving boa or otherwise. The Sella And his contractors shall take all safety precautions, fumlsh and miscall all guards necessary, rut the prevention of accidents, comply with All laws and begulatiom win regard to safety including, bur without limitation, he Occupational Safety and Health Act of 1970 as all roles and regulations issud pursuit thereat. Revised 032010