Loading...
HomeMy WebLinkAbout314910 TOOLBOX CREATIVE INC - PURCHASE ORDER - 9957219Date: 12/2/2009 City Collins Page Number: 1 .... .... , ..::.; DP_IivP_ry Dat, 1212/2009 Purchase Order Number: 9957219 Ruver- CARFY_ DAVID Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: Line Qty/Units Description Extended Price 1 1 LOT 9,250.00 VIDEOGRAPHY & PRODUCTION INTERACTIVE ANNUAL REPORT Per Estimate Number 09FCL0026001, Rev: 0, dated 10/27/09. Total R- 0AL"I-4,F- City of Fort Cqrin# Director of Purchasing and Risk Management This order is n alid over $5000 unless signed by James B. O'Neill II, CPPO 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 $9,250.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt ham state and local taxes. Our Exemption Number is 98-04502- Federal Excise Tax Exemption Certificate of Registry 84-0000587 is registered with the Collector of Internal Revenue, Denver. Colorado (Ref. Colorado Revised Statutes 1973. Chapte, 39-26. 1 14 (u). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of written instructions faradic City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on nriva Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this order call result in authorized payment on the part ofthe 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 to prepay freight and charge separately, the original freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various parts of the county. shipment is expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments a e 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 state, municipality. ter finny or political sub(livision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Foil Collins harmless from and against all liability and loss incurred by (he'll 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 as e. in fact. bona title 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 at additional terns and conditions annexed hereto or incorporated herein by reference. Any additional or different terns and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT itrrcediately ifyou cannot stake complete shipment 10 arrive on your promised delivery date as noted. Tinme is ofthe essence. Delivery and perfm'nmance Trust be effected within the tine stated on the purchase order and the documents attached hereto- Na acts of the Purchasers including, without limitation, acceptance ofpartial late deliveries, shall operate as a waive,r.(this provision. In the event ofany 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 danxtges as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault ofnegligence, such acts of God, acts of civil or military authorities, governmental prioi ities. 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 tithe when the Seller first received knowledge thereof. In the event ofany such delay, the date ofdelivety shall be extended for the period equal to the time actually lost by reason 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 ofa similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense "'Inch the Purchaser may suffer or incur on account ofthe Sellers breach of warranty. The Seller shall replace. repair or snake good, without cost to the pinchaser, any defects or faults arising within one (1) year m within such longer period of time as maybeprescribed by law or by the terms of any applicable warranty provided by the Seller after the date of acceptance of the goods fumished hereunder (acceptance not to be unreasonably delayed). resulting limit 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 wananty. Except as otherwise provided in this purchase order. the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any ofthe foregoing "'Mantles or guarantees. but such liability shall in no event include loss of profits or loss 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 terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser tray [cake any changes to the terms, other than legal terns. including additions to or deletions fronmthe 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, air 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 ofthe goof[, then not shipped, subject to any equitable adjustment between the parties as to any work as nhaterials then in progress provided that the Purchaser shall not be liable far any claims for anticipated profits on the uncompleted portion ofthe goods and/or work, for incidental or consequential damages, and that no such adjustment be made in firvm ofthe Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or tennis Lion is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced. sold, delivered and furnished in strict compliance with all applicable Imes and regulations to which the goods 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 to comply with such law. If and only to the extent this [Agreement] constitutes a "sole source government contract" within the meaning of Article XXV III ofthe Colorado Constitution ("Article XX V I I I "), then the provisions of Sect ion 15 of Article XX V I I I are hereby incorporated into this [Agreement]. In such a case, if the [Contractor] m any other person who is a "contract holder" as defined in Section 2(4.5) of Article XXVIII intentionally violates Section 15 at Section 17(2) of Article XXVIII, then the [Conti -actor] agrees it shall be ineligible to hold any sole source government contract, or public employment with the state of Colorado or any of its political subdivisions, for three years. 9. ASSIGNMENT. Neither party shall assign, transfer. or convey this order, or any monies due at to become due hereunder without the prior written consent ofthe other pasty. 10, "I'I'I'LE. The Seller "warrants fill], clear and unrestricted title to the Purchaser flux all equipment, materials, and items furnished in per(ilrntance of this ❑grecnhcnt. free and clear of any and all liens, restrictions, reservations, security interest cnctmtbrances and claims of others. 11. NONWAIVER. Failure ofthe Purchaser to insist upon strict performance ofthe terns and conditions hereof, failure or delay to exercise any rights of remedies provided herein or by Irv, Failure to promptly notify the Seller in the event ofa breach, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of any of the warantics or obligations ofthis purchase order and shall not be deemed a waiver ol'any right ofthe purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted. as to oily prior or subsequent default hereunder, not shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any ofthe tents hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting fimm antitrust violations arc in Ihct btirne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchtue order, the Seller hereby assigns to the Purchaser any and all claims it nnay now have art hereafter acquired under federal or state antitrust laws for such overcharges relating to the paticulargoo(Is or services purchased or acquired by the Purchaser pursuant 10 this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the I'urchnser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates its inability art unwillingness to comply, the Purchaser nhay cause the work to be performed by the most expeditious means available to it. and the Seller shall pay all costs associated with such work. The Seller shall release the Purclmsci and its contractors ofany tier from all liability and claims ofany nature resulting flour the performance of such work. This release shall apply even in the event of fault of negligence ofthe party released and shall extend to the directors, officers and employees of such petty. -rise Seller's contractual obligations. including wine nty, 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 Seller is required to use any design, device, material or process covered by letter, patent. trademark or copyright, the Seller shall indemnifyand save harmless the Purchaser from any and all claims for iti ingerent byreason ofthe use ofsuch patented design, device, material or process in connection with the contract. and shall indemnify the Pm chaser fop any cost, expense or damage which it may be obliged to pay by reason of such infi'ingement at illy time during the prosecution or after the completion ofthe was In case said equipment, or any pill thereofor the intended use of the goods, is in such suit held to constitute infi ingennent and the use of said equipment or part is enjoined, the Seller shall, it its own expense and at its option, either procure for the Purchaser the right to continue using said equipment art pars, replace the same with substantially equal but non-infi inging equipment, or modify it so it beconxs non -in fringing. 15. INSOLVENCY. I f the Seller shall become insolvent or bankrupt, slake rah assignment for the Imenefit of creditors, appoint a receiver or trustee Fur any ofthe Sellers property or business, this order nary forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terns used or the interpretation ofthe agreement and the rights of all parties hereunder shall be construed under and governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carryon said work at Seller's own risk until the same is fid]y connp]eted and accepted, and shall, in case of arty accident, destruc(ion or injury to the work and/or sinuses ials before Seller's final completion and acceptance, nnplete the "work at Seller's own egmcnsc and to the satisf ction ofthc Iurchaser. When materials and equipment arc furnished by others for insmllmion or erection by the Seller, 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 furnished by the Seller antler the aides. 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 to their dependents in accordance with the Imes ofthe state in which the work is to be done. The Seller shall also carry comprehensive general liability including. but not limited to, contactual 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 dannage I unit per accident of S400.000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any ofthe Sellers or his contractors employees shall do any work upon the premises oforhers, 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 certificates shall specify the date when such compensation and insurance expires. The Seller 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 Seller hereby assunnes the entire responsibility and liability for any and all damage, loss or injury of any kind m nature whatsoever to persons or property caused by m resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether to persons or property to which the Pm'claser nary be put or subject by reason ofany act, action, neglect, omission or default on the pan ofthe Seller, anyofhis contractors, or anyofthe Sellers or contractors officers, agents or ennployees. In case any suit or other proceedings shall be brought against the Purchaser. at its officers, agents or ennployees at -anytime on account or by reason of any act, action, neglect, omission or default ofthe Seller of any of his contractors or any of its or their officers. agents or employees as aforesaid, the Seller hereby agrees to 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 alljudgnments that may be incurred by or obtained against tlhe Purchaser or any of its or their officers, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon at obtained against the property of the Purchaser, or said parties in m as a result of such suits or other proceedings. the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. 'file 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 04/2001)