Loading...
HomeMy WebLinkAbout489322 ACCELLION INC - PURCHASE ORDER - 9152619City of �,.F.�or_t Collins PURCHASE ORDER Date: 05/05/2015 Vendor: 489322 ACCELLION INC 1804 EMBARCADERO ROAD #200 PALO CA 94303 PO Number Page 9152619 1o12 This number must appear on all invoices, packing slips and labels. Ship To: MIS CITY OF FORT COLLINS 215 N MASON, 3RD FLOOR FORT COLLINS CO 80524-4408 Delivery Date: 05/05/2015 Buyer: ED BONNETTE Note: PER INVOICE #15060027 DATED MAY 1, 2015. Line Description Quantity UOM Unit Price Extended Ordered Price ACCELLION SUSCRIPTION RENEWAL TERM: 7/1 /15-6/30/ 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 1 LOT LS Total Invoice Address 21,220.00 1,220.00 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Purchase Order Terms and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local acres. Our Exemption Number is I I. NONWAIVER. 98-04502. Federal Excise In Exemption Certificate of Registry 94-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref Colorado Revised Statutes 1973, Chapter 39-26, 114 (a). exercise 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 Goods Rejected. GOODS REJECTED due to failure to race specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be rammed to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regardless instructions from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modification or ¢scission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS me subject to the City of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the part of the City of Fort Collins. However, it is to be understood that FINAL Seller and the purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. 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 or hereafter Freight Terms. Shipments most be F.O.B., City of Fort Collins, 700 Wood St., Fort Collins, CO 80522, unless acquired ruder federal a state antitrust 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 separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill most accompany invoice. Additional charges for packing will not be accepted 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing palms in various parts of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates is inability or unwillingness to comply, the Purchaser shipments are made fmm greater distance. rosy cause the work to be performed by the most expeditious means available to it, and the Sella shall pay all costs associated with such work. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and roles of the sate, municipality, tertiary or political subdivision where the work is performed, or required by any other duly mmtitmed 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, rules and requirements. Authorization. All parties to this contract agree that the representatives are, in to, 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 sated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any addinonal or different tears and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on you promised delivery date as noted Time is of the essence. Delivery and performance most be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Pachasma including, without limitation acceptance, of partial are deliveries, shall operate as a waiver of this provision. In the event orally delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Sella liable for damages. However, the Seller shall not be liable for damages m a result of delays due to causes not reasonably foresecable which are beyond its reasonable control and without its fault of negligence, such acts of God, acts of coil a military authorities, govemmantal priorities, fires, strikes, flood, epidemics, wars or riots provided 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 my such delay, the date of delivery shall be extended for the period equal to the time actually lost by mason ofthe 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 my loss, damage or expense which the Pumhasa may suffer or incur on account 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 time as may be prescribed by law or by the terms of any applicable warranty provided by the Sella after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting 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 hereunder 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 of profits or loss arose. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser ray make charges to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal lams, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or women change order. If my such change effects the amount due or the time of performance hereunder, an equitable adju#mmt shall be made. 6. TERMINATIONS, The Purchaser may at my time by written change order, terminate this agreement as to my or all portions of the goods then not shipped, subject to my equitable adjustment between the parties as to my work or materials then in progress provided that the Purchaser shall not be liable for my claims for anticipated profits on the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Sella with respect to my goods which are the Sellers standard stock. No such termination shall relieve the purchaser or the Seller of my of their obligations as to my goads delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days from the date the change or lamination is ordered. 8. COMPLIANCE WITH LAW. The Sella warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods are subject. The Sella shall execute and deliver such documents as may he required to effect at evidence camplumce. 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 Purchaza 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 party shall assign, transfer, a convey this order, or my monies due or to become due hereunder without the prim written consent of the other party. 10. TITLE. The Seller warmts full, clear and unrestricted title to the Purchaser for all equipment materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbmancn and claims of others. 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, officers and employees of such parry. The Seller's contractual obligations, including womanly, 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 the Sella is required to use any design, device, material or process covered by letter, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser from my and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchases for my cost. expense or damage which it may be obliged to pay by mason of such infringement at any time during the prosecution or after the completion of the work. In case said equipment, or my part thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or parr 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 die same with substantially equal but noninfringing equipment, or modify it so it becomes mninfringing. 15. INSOLVENCY. If the Sella shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee for my 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 constmed under and governed by the laws of the Sate of Colorado, USA. The following Additional Conditions apply only in cases where the Sella is to perform work hereunder, including the services of Sellers Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers own risk until the same is fully completed and accepted, and shall, in case of my accident, destruction or injury to the work and/or materials before Sellers final completion and acceptance, complee the work at Sellers own expense and to the satisfaction of the Purchaser. When materials and equipment are furnished by others for installation or erection by the Sella, the Sella shall receive, unload store and handle same at the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The Seller 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 covered by this purchase order, and/or in their dependents in accordance with the laws of the state in which the 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 property damage limit per accident of S400,000. The Seller shall likewise require his contractors, if my, to provide for such compensation and insurance. Before my of the Sellers or his contractors employees shall do any work upon the premises of others, the Sella shall famish 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 ban provided. Such certificates shall specify the date when such compensation and insurance expires. The Sella agrees that such compensation and insurance shall be maintained mail after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for my and all damage, loss or injury army 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 Seller will indemnify, and hold harmless the Purchaser and my or all of the Purchasers officers, agents and employees from and against my and all claims, losses, 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 my act, action, neglect, omission or default an the pace of the Sella, my of his contractors, or any of the Sellers or contractors officers, agents or employees. In case my suit or other proceedings shall be brought against the Purchase, or its officers, agents or employees at my time on account or by reason of any act, action, neglect. omission or default of the Seller of my of his contractors or my of its or their officers, agents or employees as aforesaid, the Sella hereby agrees to assume the defense thereof and to defend the same al the Sellers own expense, to pay my and all costs, charges, attorneys fees and other expenses, my and all judgments that may be incurred by a obtained against the Purchaser or my of its or their officers, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchaser, or said parties in or as a result of such suits or other proceedings, the Sella will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, furnish 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 thereto. Revised 03/20I0