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HomeMy WebLinkAbout455267 INNOTAS - PURCHASE ORDER - 9150708Fort Collins Date: 01/30/2015 Vendor: 455267 INNOTAS 111 SUTTER ST, STE 300 SAN FRANCISCO CA 94104 PURCHASE ORDER PO Number Page 9150708 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: MIS CITY OF FORT COLLINS 215 N MASON, 3RD FLOOR FORT COLLINS CO 80524-4408 Delivery Date: 01/30/2015 Buyer: ED BONNETTE Note: PER ORDER FORM #012815-BS, DATED 1/28/15 FROM BRIAN SMITH TO CHRIS BANISTER. INNOTAS SOFTWARE USER LICENSE RENEWALS 20-MAR-15 TO 20-MAR-16. Line Description WUMILI`y UOM Unit Price excenueo Ordered Price USER LICENSES CITY (81) 1 LOT LS 43,740.00 TERM: 3/20/15-3/20/ 16 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 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522.0580 ase Order Terns s and Conditions Page 2 of 2 1. COMMERCIALDETAIIS. Tax exemptions. By statute life City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 98-04502 Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collator Of Internal Revenue, Denver, Colorado (Ref Colorado Revised Statutes 1993, Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped a due to dcf B of damage in mmit, may be national to you for credit and are nor ro be replaced except upon receipt of written instructions from the City of Fon Collin, Induction. GOODS are subject to the City ofFort Collins inspection on anneal. Final Acceptance. Receipt of the merchandise, secoca or equipment in response to this order can result in C pvyment an the pan of the City of Pan Collins. Hawcva, it is be understooJ that FINAL ACCEPTANCE ANCE, is dependentupon completion of el I applicable required inspection procedures. Freight Tema. Shipments must be F.O.B., City of Fan Collins, too Wood St, Fort Collins, CO 80522, urdess otherwise specifcd om this mile, if pamission is given to prepay freight and charge Mixturely, the original freight bill must accompany invoice. Additional charges for packing will Out be accepted. Shipment Distance. Where manufacturers have distributing points in women, parts of the country, shipment is expected (ram the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments are made from greater distance. Permits. Seller that procure at sellers .to cast all necessary permits. certificates and licence required by all applicable laws, regulations, ordinances and rules of the state, municipality, tardery or political subdivision where the work k Performed, or required by any other duly mrooituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fan Collin hsm less fmm and against all liability and loss incurred by them by mason of An asserted or established violation of any such laws, regulations, ordianem, rules and requir mints. Authorization. All parties to this contract agree that the representatives art, in fact, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This purchase Order expressly limits acceptance a the terns and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different tarns and condition proposal by seller ere objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you camwt nuke complete shipment to orrice on your promised delivery date m noted. Time is of the a once. Delivery, and performance must be effected within the time site oa the purchase offer and me doamares attached hereto. No acts of the Pureltasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver afthis provision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option mplacing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such ass of God, sets of civil or military authorities, govemmened priontiea rims, strikes, flood, epidemics, wars or most provided that active of the conditions caning such delay is given to the Purchaser within five (5) days of the time when me Sella Suit received knowledge thereat. In she event of my such delay, the date of delivery shall be extended for the period equal m the time actually lost by reason ofdme May. 3. WARRANTY. The Sella warants that all good, articles, materials and work covered by this offer will conform with applicable drawings, specifications, samples and/or other descriptions given, will he fit for the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of s similar ..an. The Seller agrees to hold me purchaser hamtless from tray lass, damage ar expense which the Purchaser may suffer or incur on m aurm of the Sellers breach of.,y. The Sella shall replace, repair or rake good, without cost 10 the purchaser, any defects or faults arising within one (I) year or within such longer period of time as maybe prsenbcd by law a by flue terra of any applicable warranty provided by the Seller after the date of acceptance of she goods famished hereunder (accepunce Out to be..nably delayed), resulting from imperfect or defective week done or materials furnished by the Seller. Acimpmncc or use of goods by the Pamhaar shall not onstrum a waiver of any claim under this womanly. Except m otherwise provided in this purchase order, the Sellers liabi icy hereunder shall extend m all damages proximately tamed by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss ofprofits or lass of me. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4, CHANGES IN LEGAL TERMS. The Prchaer may nuke changes to legal temp by women change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from the quantities originally offered in the specifications or drawings, by verbal or written change order. If any such change aliens the amount due or the time of performance hereundeq an equitable adjustment shall be nude. 6. TERMINATIONS. The purchaser may at any time by written change order, temtiume this agreement as to any or all partiom of the good men not shipped, subject to any cquimble adjustment between Use parries m to any work or materials then in progress provided that the Porclema shall rain be liable for any claims for anticipated profs on the unam ptual portion of the goods and/or work, for madrigal or consequential dvwges, and dot no such adjustment be made in favor offer Sella with respect o any goods which are the Sellers standard stack. No such mrmication shall relieve me Purchaser or the Seller ofany of Nen obligations as to any goods delivered hereunder. t. CLAIMS FOR ADJUSTMENT. Any claim for adjustment matt be asserted within thirty (30) days from the date the change or tcmtinttion is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants oat ell goad sold hereunda shall have been produced, sold, delivered and famished in atria ompliance with all appllable laws and regulations m which the goods see subject The Sella shall execute and deliver such document as may be required to effect or evidence compliance. All laws and regularities required to be incorporated in agree cntx of ins character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless fmm at I costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall align, transfer, or convey this order, or any mania due or to bceome due ImeuMa without the Prior wooer consent of Ne omer pray. 10. TEITE. The Sella warrants full, den end umatricted tide to the Purchaser for all equipment, materials, and it. f ishal in perico ance of this agreement, Bee and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. 11. NONWAIVER. Failure of the Purchaser in insist upon strict performance of the terms and conditions Junior, failure or delay to cxacce any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of any of the warranties a abligmiom of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict Performance hereofor any of its rights or remalim as in any such good, regardless of what shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported coal modification or rescission of this purchase order by the Purchaser operate as a waiver of any of Be terms hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in sound economic practice, overcharges resulting fmm antitrust violations are in fact home by the Purchaser. Theretofore, fogood cause and as consideration for executing this purchase ordea the Sella hereby assigns m the Purchase, any end all claims it may now base a hereafa acquired under federal or state antitrust laws for such overcharges relating Or the particular good or smica purchased or acquired by the Purchaser pursuant ro this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. I fate Inchoate directs the Sella to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller, and me Seller thereafter indicates its inability or unwillingness to comply. the Purchaser may cause the work to be performed by the meet expedition means available to it, and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the pert rmanm of such work. This release shall apply aor in the event of fault of negligence of the party release) and shall extend to de, directors, oRcers and employees of amh party. The Sella's contractual obligations, including ..my, shall not be dremed to be reduced, in any way, became such work is performed or caused 1. be performed by the Purchaser. 14. PATENT S. Whatever the Seller N required to sex any desigq device, moerial or process covered by letter, patent, moderate, or copyright, de Seller shall indemnify said save hmmless the Purchaser Imam any and all claims for infringement by remain of the use of such patented design, device, material or process in connection with due contract, and shall indemnify the Purchases for any cost, expense or damage which n may be obliged m pay by reason ofsuch infringement at any time during the prosecution or after the completion of the work. In can said equipment, or any part thereof or the intended use of the goods, is in such suit held to comtiNle infringement and the use of said equipment or pan is enjoined, the Sella 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 egal but noninfringing equipment, or modify it so it becomes nomnfnnging. 15. INSOLVENCY. If the Seller shall bmome mormssm ar bankrupt make an mnigmmuent for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may foMwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions ofterms mod or the interpretation ofthe agreement and the rights of all parties hereunder shall be construed under and Beremed by the laws offm Sate of Colorado, USA. The following Additional Condition apply only in taus where the Seller is to perform we& hereunder, including the services of Sellers R presenutivex), on the Fremont staggers. IZ SELLERS RESPONSIBILITY. The Sella shall arty or said work at Sellers oven risk until the same is fully complacd and marina, and shall, in ase of any saidern, datnction or injury to the work atdfor materials before Sellars final completion and acceptance, complete the work at Sellas own expense and to the sntisfaction of the Purchaser. When material, and equipment are famished by others for installation or erection by the Seller, the Seller shall receive, unload, store and handle same at the site and become responibhe therefor as though such materials and/or equipment were being frmishal by the Seller under the We,, 18. INSURANCE. The Seller shall, at his own expense, provide fm due payment of workers compervention, including cammeGonal disuse benefits, m its employes employed con a in connection with the work covered by this purchase order, udlar to their dependants in accordance with the laws of the state in which de work is to b, dove. The Seller shall also carry compreM1atsom general liability including, but not limited to, contractual and mosimbile public liability insurance with bodily injury and death limits of at least S300,000 far any one person, S500,OW for any one accident and propeny damage limit per accident of $400,0t10. 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 premiss of others, the Seller shall fmish the Parchner with a c atificate that such compensation and insurance have been provided. Such certificates shall specify the dare when such compensation and insurance have been provided Such certificates shall specify the date when such compensation and imurancc expires. The Seller agrees that such compensation and insurance shall be, ntittainal anal after the entire work u completed ad accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the attire responsibility and liability for any and all damage, loss or injury of my kind or nature whatsoever to Persons or property caused by or resulting fmm the execution of the work provided for in this purchme order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any r all of the Purchm us officers, agents and employees from and against any and all claims, losses, damages, charges or expses, whether direct or indirect, and whether to paxom or maturity to which me Purchmer may Its, pm or subject by raven of any act, action, neglect, omission or default an the put of the Sella, any of his contractors, or my of the Sellers or conrmaors officers, agents or employees. In csse any suit or other proceedings shall be brought against the Purchases. or its officers, agents or employees at any time m acamt err by sawn of any net, urban, neglect, omission or default of the Sella of my of his contractors or my of its or their oRcers, agents a employees m of cessid, the Sella hereby agrees to assume the defence thereof and to deRnd the come at the Sellers own expense, to pay any and all costs, charges, sturni fees and other expenses, any and all judgments Nat may be incurred by or obtained against the Purchaser or my of its or their oRcers, agents or employees in such suits or other proceedings, and in case judgment or omer lien be placed upon or obtained against the property of the Purchaser, or said partia in or Or a result of such suits or offer proceedings, due Sella will at once cause life same to be dissolved cad dixhargal by giving hood or otherwise. The Sella and his compactors shall rake all safety preaufn, famish and install all guard nacssmy for the prevention of accidents, comply with all laws and regulation with regard to safety including, but without lienimmor, the Occupational Safety sod Health Act of 1970 and all rules and regulation issued paramount thereto. Raised W2o14