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HomeMy WebLinkAbout512343 VIEWFINITY INC - PURCHASE ORDER - 9147042PO PURCHASE ORDER 914704er Page CI�/ of PURCHASE 47042 1012 Flirt Collins( Thisnumbermustappear �-\V`I ` V ` on all invoices, packing sli s and labels. Date: 12/01/2014 Vendor: 512343 VIEWFINITY INC 400 TOTTEN RD SUITE 301 WALTHAM MA 02451 Ship To: MIS CITY OF FORT COLLINS 215 N MASON, 3RD FLOOR FORT COLLINS CO 80524-4408 Delivery Date: 12/01/2014 Buver: ED BONNETTE Note: Line VIEWFINITY SAAS RENEWAL 12/10/2014-12/9/2015. PER QUOTE TO MICHELLE JOHNSON & HEATHER OLIN DATED 12/1/14. Description i VIEWFINITY RENEWAL TERM: 12/1 /14-12/9/15 VIEWFINITY PRIVILEGE MANAGEMENT - SAAS QTY 2000 LICENSES TERM: 12/10/ 14-12/09/15 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 UOM Unit Price 1 LOT LS Pay terms net 30 days Invoice Address: Price 19,500.00 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terrns and Conditions - Page 2 of 2 1. COMMERCLV.DETAIIS. Tan excmp6ons. By ffimm die Ciy of Fon Collins is exempt fmm sum and local rocs. Our Exemption Number is 11. NONWAIVER. 9"502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the names and coditiom hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised inimical 1973. Chapter 39-26,114 (a). exercise any rights or remedies provided herein in by law, failure ro promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval of the deslgu shall at Oileaw the Seller of Goods Rejected. GOODS REJECTED due to failme to men specifications, either when shipped or due to defects of any of the warrom ies or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be returned to you for credit and are not to he replaced except upon receipt of written pumhawr to insist upon inner performance hereofor any of its rights or remedies as to any such goods, wgredless instructions Gem the City Offer Collins, of when shipped, received Or accepted as to any prior or subsequent default hereunder, nor shall any purported oral nmdifcation or rescission of this purchase order by the Purchaser operate as a waiver of any of the temp Inspection. GOODS me subject to the City of For Collins inspection on radical. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in mpmrsc to this Omer con mull no 12. ASSIGNMENT OF ANTITRUST CLAIMS. undimmed payment on the past of the Ciry of Fort Collins. However, it is W be understood that FINAL Seller and Ore Purchaser minimum that in actual economic practice, osercha'n, reaching from antimat ACCEPTANCE is depadent upon completion of all applicable required inpectia Franticness. violations me in fact home by the Purchaser. Theretof im, far exal crux and as consideration fad executing this purchase order, the Seller hereby assip as to the Purchaser any and all claims it may rrow have ar hereafter Freight Terms. Shipments must he F.O.B., City of Fort Collins, IN Wood Sr, Fiat Collins, CO 80522, unless acquired maker federal at su¢ fentivuit laws for such overcharges relating to the particular goods Or services otherwise specified on this order. If permission is given to prepay freight and charge wrous dy, the original freight purchased or ass,( and by the Purchaser purswnt to this p.mh. river. bill must accompany invoice. Additional charges for packing will not be accepted. U.PURCHASERS PERFORMANCE OFSELLERS OBLIGATIONS. invariousparts is thecounty,Invoice Shipment Distance. Wheremmmfcni ion, Ifineawr Purchaser encomm gor defective byadme to beagmde upon and eats i 1.dn,ndave de w expected from the nearest tan prim no demiranion, and excess freight will be deducted from Invoice when thernoneonfdicaingordabiliiy or ungoods dtheScbrhe aSellermrrect the Pufhaer Purchaser ores the Seller, and the Sellery as no Purchaser mosindicates its inability or to nimi di shipments arc made fmm greater distance. theavailable it, he Seller may cause the work m ch performed by the most expeditious means available to in, and the Shccr shall pay all case associated with such work. Permits . Sella shall procure at sellers sale earl all necessary portion. certificates,.hor,oak license required by all applicable laws, res and rules stale mmniclic aut mmtory or political suniver th where or oared The Sella shall eekaw the Purchaser ram its conhacbrs of any ties four all liability eak claims of any retort required by any other duly public authority having jurisdiction over the work the work u performed, re duty ore, by mull'mg from the performance of such work. PonnColed Sella further agrees m hold the City of Far Collies a from eak emlab all liability an loss r in urrtd b incurred by them by reason of an ssscncd or aablished siolenirn of any such laws, aegulatiom. amiwntts, rules of any This relww seal, apply corn to the event of Rich of negligence of We parry Minimal an shell extend ro the end ryuiremenu. efficient, officers, and employees of such parry. Authorization. All parties to this contract agree real the represenutives arc, in fact, bona fide and possess full and omplim amhariry to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions slated herein set form and any supplementury or additional corms and conditions annexed hereto or incorporated herein by reference. Any addidonal ar different terms and conditions proposed by seller are objecred to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment 1a force on your promised delivery dare as noted. Time is of the ew arim. Delivery and alosen. must be effected within he rime anted on the purchase oNer and the documents atachd hereto. No coca of the Proximal including, without limitation, acceptance ofeanial late deliveries, shall opeate as a waiver of this provision. In the event orally delay, the Purchaser shall have, in addition 10 mher legal and equitable remedies, the option ofplmcing this oNer elxwhere and holding the Seller liable for damage. However, the Seller shall not be liable for damages as a adult of delays due to causes not asonably foreseeable which are beyond its rasonable control and without its fault of negligence, such acts of God, acts ofcivil or military authorities, governmental primities, fires, mcd es, Bond, epidemics, riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Seller first received knowldge lherrof. In the event of any such delay, the ate of delivery shall be extended for We peril equal to the lime actually last by reason afthe delay. 3. WARRANTY. The Seller warmers than all good, rnida, rwteriab oak work covered by this order will coaf with applicable drawings, specification, samples ankor Other descriptions given, will be fit fad the purposes intended, eod performed with We highest degree of cart and compemna in scardance with accepted standards far work of a similar venue. The Seller agora to hold the parchaer hasmless from any Ines, damage or expense which the Purchaser may suffer or i.e. a account of the Sellers breach ironically. The Seller final] replace, OEM, or make good, without cost to the purchase, any defects or faults rasing within one (1) year or within such longer period of time as may be prescribed by law or by the temps of any applicable warranty provided by the Seller after the date of acceptance of the goods turn ished hereunder (acceptance not to be unreasonably delayed), real hiall from imperfect or defective work drum or materials tomishon by the Seller. Acceptance or use of goads by the Purchaser shall man oachmm a waiver of nay claim under this warranty. Except as otherwise provided in this purchase order, the Sellm liability hereunder shall extend to all damages proximamly caused by the breach of any of the foregoing warranties or guarantees, but such liability mall io no runt include loss of profits 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 mans by wrinen change order. S. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the corms, other than legal recurs. including additions to or deletions from the quantities originally indicted in the specifications or drawings, by verbal or women change order. If any such change olfecu the amount due or the lime of performance hereunder, an equitable adjntmat shall be made. 6. TERMINATIONS. The Purchaser may at any time by wrinen change order, terminate this agreement as to any or all portion of the goods then ter shipped, subject to any equitable adjustment between the Wria as is any work or materials then in pmgrtss provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion or Ore good simper work, for incidental or crostyuentiM damages, and that no such adjustment he made in favor ofine Seller with respect m cry goad which am We Sell. mankind stock. No such termination shall relieve the Purchaser or the Seller afany of their obligation as to any goods delivered hemunder. ]. CLAIMS FOR ADRISTMENT. Any claim for adjustment most be assaed within thirty EKB drys fmm the date the change or termination is omered. 8. COMPLIANCE WITH LAW. The Sells warrants that all goods sold hereunder shall from been prducd, sold, delivered and famished in saris compliance with all applicable laws and regulation to which the goods era subject. The Seller shall execute and deliver such documents as may he rrquird to effect or evidence compliance. All laws and regulations required to he incorporated in agreements of this character M hereby unsupported! herein by this refemast The Seller agrees to indemnify and hold the Ruchascr homOcss from all lots end damages suffered by the Purchaser as a mutt of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, err convey this order, or any monies due or to become due hereunder without the prior wrinen consent of the older party. 10. TITLE. The Seller warrants fill, clear sad unrestricted title to the Purchaser for all equipment, materials, and items fumished in peminumnen of this agreement, to. end clear of any and all lien, mstriction, reservations, security moment encumbrances sad claims ofotlxrs. 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 be, perfomud by the Purchaser. 14. PATENS. Whenever the Seller is required to am any design, device, material or process covered by letter, patent, trademark or copyright, the Seller shall indemnify and cove Fromm the Purchaser from any anal all claims for infringement by reme m of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the purchais for any cast, apeme or damage which it may be obliged m pay by reason of such infringement many time during the prosecution or after the completion of the work. In case said equipmmt, or any part themof or the intended use of the goad, is in such suit held to constitute infringement and the use of said equipment err pa is enjoined, the Sella shall, at its own <xpeese and at its option, either procure for the Purchase( the right W continue using said erryipment or pmu, replace the same with substantially eymal but novinfringing equipment, or modify it on it becomes n rrinMnging. 15. INSOLVENCY. If the Sella shall become insolvent or barJmnpt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchwithout liability. 16. GOVERNING LAW. The definition oftermis used or the ivncrprention of the agreement arm the rights of all parties hereunder dull be control under and governed by the laws ofthe State of Colorado, USA The following Additional Condition apply omy in cases whew the Seller B to perform work hereunder, including We smim of Sellars RMmwnwwos), on the premises of others. It. SELLERS RESPONSIBILITY, The Seller shall carry on said work at Seller's own risk until the same is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work paper materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials sued equipment are furnished by others for installation or section by the Seller, the Seller shall receive, mJoad, stem and handle same at the site and become respenible drunker as though such mmedals maker equipment were being fumhhed by the Seller sends the order. 18. INSURANCE. The Sella shall, at his own expense, provide fm the payment of wotkm compensation, including occupational disease benefits, to its employees employed on or in connection with the work conned by fail purchase order, ankar to their dependents in wore ace with the laws of the state in which the walk is to be, done. The Seller shall also carry comprehensive general liability including. but not limited to, con rectnal and automobile public liability insurance with b.Wily injury mM death limits of m lean S300,000 far any one person, $500,000 for any one accident and property damage limit per accident of 5400,0i The Seller shall likewise require his ontractors, if any, In provide for such empenation and insurance. Before any of We Sellers or his contractors employces shall do any work upon the premises of others, the Seller shall furnish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such cer ificatev shall specify the date when such compensation suit iesa once espies. The Seller agrees that such compensation and insurance shall he nainniand net offer the afire weak is completed and summed. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assume the sties mpmuibdiry ram liability for any and all damage, lass or injury army kind or namm whatsoever to canons no property coursed by or resulting, fmm the execution of the walk provided for in this purchase order or in connection herewith. The Seller will indemnify and hold Farmlas the Purchaser and any or all of the Purchasers othcers, agents and employees from and against any and all claims, lasses, damages, charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may be put or subject by reason of any act, action, neglect, omission or default on the par of the Seller, aey of his contractors, or rely of the Sellers or crntmaom Officers, agents or employees. In caw uny suit or other proceedings shall he brought against the Purchaser, or its officers, agents or employees at any time on account or by reason of any act, action, neglect, omission or default of the Seiler of any of his contractors or any of its or their officers, agents or employees as of said, the Seller hereby agrees to assume the defense thereof and m defied the same at the Sellm own exceme, m pay any and all ants, charges, atmmeys fad and other expenses, any east 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 open proceedings, and in now jdgman Or other lien be placed upon or obtained against the property of the Purchmer, or said parties in or as a mull ofsuch suits or other proceedings, the Seller will at once cruse the wane to be dissolved and discharged by giving bond or otherwise. The Seller and his connections shall take all safety precaution, British and imnll all guard necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and of I rules and regulation issued pursnant themo. Revised 09I2014