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HomeMy WebLinkAbout512149 SOCIALMENTUM LLC - PURCHASE ORDER - 9151602City of Fort Collins PURCHASE ORDER PO Number Page 9151602 1o12 This number must appear on all invoices, packing slips and labels. Date: 03/16/2015 Vendor: 512149 Ship To: CITY MANAGER SOCIALMENTUM LLC CITY OF FORT COLLINS dba MINDMIXER 300 LAPORTE AVE 1111 N 13TH ST SUITE 101 CITY HALL WEST - 1ST FLOOR OMAHA NE 68102 FORT COLLINS CO 80521 Delivery Date: 03/16/2015 Buyer: PAUL, GERRY Note: Line Description Quantity Ordered UOM Unit Price Extended Price MindMixer Web Application Rene 1 LOT LS 8,400.00 wal 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 844000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Semmes 1973, Chapter 39-26, 114 (a). Goods Rejected GOODS REJECTED due to failure to treat specifications, either when shipped or due to defects of damage in tmmit, may be teamed in you for credit and are not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. Final Acceptance. Receipt of the merchandise, services or equipment in mpome to this order can result in authorized payment on the pan of the City of Fort 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.B., City of Fort Collins, 700 Wood St., Fort Collins, CO 80522, unless otherwise specified on this order. If permission is given in prepay freight and charge separately, the original freight bill must accompany invoice. Additional charges for packing will not he accepted. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is expected from the nearest distribution point to destruction, and excess freight will be deducted from Invoice when shipments we made From greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the sure, municipality, territory or political subdivision where the work is performed, or required by any other duly masticated public authority having jurisdiction over the work of vendor. Sella further agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rates and requirements. Authorimfion. All parties to this contract agree that the representatives are, in fact, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional terms and conditions annexed herein or incorporated herein by reference. Any additional or different ears and conditions proposed by sells are objected to and hereby related. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is of the 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 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 of placing 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 foresceable which are beyond its reasonable control and without its fault of negligence, such acts of God, acts of civil or military authorities, governmental priorities, fires, strikes, flood, epidemics, wars or nose pmvided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Sella first received knowledge thereof. In the event of any such delay, the date of delivery shall be extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on etc Want of the Sellers breach of warranty. The Sella shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of rime as may be prescribed by law or by the terms of any applicable warranty provided by the Sella after the dare of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), malting from imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hcreundes shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss ofprofits or loss ofuse. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes on, legal temu by written 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 ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the goods then not shipped, subject in any equitable adjustment between the parties as to any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted Portion of the goods and.'ur work, for incidental or consequential damages, and that an such adjustment be made in favor of tie Sella with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Sella of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim fro adjustment must be asserted within thirty (30) days from the date the change or temtination is ordered 8. COMPLIANCE WITH LAW. The Sella warrants that all goods sold bacunda shall have been produced, sold delivered and famished in suits compliance with all applicable laws and regulations to which the goods are subject. The Seller shall execute and deliver such documents as may be required m effect or evidence compliance. All laws and regulations required on 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 to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, transfer, or convey this order, or any monies due or on become due hereunder without the prior written consent of the other patty. 10. TITLE. The Sella warrants full, clear and unrestricted title in the Purchases for all equipment, materials, and items furnished in performance of this agreement free and clear of any and all liens, restrictions, nervations, security intent encumbrances and claims of others. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a branch, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the pumhaser ro insist upon strict performance hereof or any of its rights or remedies es to any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate m is waiver of any of the terms hereof 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchases recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have m hereafter acquired under federal or state antitrust laws for such overcharges relating to the particular goods m services purchased or acquired by the Purchases pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller, mid the Seller haraRer indicates its inability or unwillingness to comply, the Purchaser may now the work to be performed by the most expeditious means available to it, and the Seller shall pay all costa 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 performance of such work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, offcas and employees of such parry. 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 he performed by the Purchaser. 14. PATENTS. Whenever the Sella is required to use any design, device, material or process coveted by letter, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement by reason of the use of such patented design, device, rnmerial or process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged in 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 part thereof or die intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or part 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 parts, replace the same with substantially equal but noninfringing equipment, or modify it an it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, 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 Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation of the agreement and the rights of all parties hereunder shall be construed under and governed by the laws of the State of Colomdo, USA. The following Additional Conditions apply only in cases wbere the Sella is in perform work hereunder, including the services of Sellers Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Sella shall tarty on said work at Sellds own nsk until the some is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work and/or materials before Sepals final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are famished by others for installation or erection by the Sella, the Seller shall receive. unload, store and handle same at the site and become responsible therefor as though such materials and/or equipment were being famished by the Seller under the order. IS. INSURANCE. The Sella shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection with the work coveted by this purchase order, and/m to their dependents in accordance with the laws of the more in which the work is to be time. The Sella shall also entry comprehensive general liability including, but not limited to, conimacial and automobile public liability insurance with bodily injury and death limits of at least S300,000 for any one pawn, 8500,000 for any one accident and property damage limit per accident of S400,000. The Sella shall likewise require his contractors, if any, in 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 wish a calif sate that such compensation and insurance have been provided Such certificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires. The Sella agrees that such compensation and insurance shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Sella hereby assumes the entire responsibility and liability for any and all damage, loss or injury of any kind or nature whatsoever to persons or property, caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Sella will indemnify and hold harmless the Purchases mad any or all of the Purchasers officers, agents and employees from and against any and all claims, lose, damages, charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may be put or subject by mown of any act, action, neglect, omission or default on the part of the 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 agamat the Purchaser, or its oRcers, 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 officers, agees or employees as aforesaid, the Seller hereby agrees in assume the defense thereof and to defend the same at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser or any of its or thew officers, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the pmperry of the Purchaser, or said parties in or m a mutt of such suits or other proceedings, the Sella will at once cause the same to be dissolved and discharged by giving band or otherwise. The Sella and his contractors shall take all safety precautions, fumish and install all guards 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 all rules and regulations issued pursuant therein. Revised 032010