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HomeMy WebLinkAbout495309 INTERACTIVE ELEMENTS INC - PURCHASE ORDER - 9116893 (2)City of Fort Collins Date: 02/15/2012 PURCHASE ORDER PO Number Page 9116893 1of2 This number must appear on all invoices, packing slips and labels. Vendor: 495309 Ship To: PURCHASING DIVISION INTERACTIVE ELEMENTS INC CITY OF FORT COLLINS 60 EAST 42ND ST, ROOM 2035 215 N MASON, 2ND FLOOR NEW YORK New York 10165 FORT COLLINS Colorado 80524-4 Delivery Date: 11/18/2011 Buyer: JAMES O'NEILL Note: Line Description Quantity UOM Unit Price Extended Ordered Price 5 FTATraining/Consulting 1 LOT EA 1,750.00 Constrution Bid review sery 9v-� Q. O!lA:aQ/Z City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill ll, 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 Total Invoice Address: $1,750.00 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By stanate the City of Fort Collins is exempt from state and local taxes. Cart Exemption Number is 11. NONWAIVER. 99-04502. Fcdeml 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 Icrms and conditions hereof, failure or delay to Intermit Revenue. Denver. Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a), exercise any rights or remedies pmrided herein or by law, failure to promptly notify the Seller in the went of a breach, the acceptance ofor payment for goods hereunder or approval of the design. shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when .shipped or due to defects of any of the wmin, mics or obligations of this purchase order and shall not he deemed a waiver of any right of the damage in transit, may be renamed to you for credit and am not to be replaced except upon receipt of written parehnscr to insist upon strict pcifnrmanec hercnfor any of its rights or remedies as many such goods, regardless instructions forCity m the of For, Collins, of when shipped, received in accepted. as to any prior or subsequent def ult hercnnder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS arc suhicct to the City of For Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OFANTITRUSTCLATMS. authorized payment on the pan of the City of Fart 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 ofall applicable required inspection procedures. violations are in fact bore 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 must be F.O.H.. City of Fort Collins, 700 Wood St.. Fort Collins, CO 90522, unless acquired under federal or state antitrust laws for such overcharges riming 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 must accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance Where manufacturers have distributing paints in various parts of the county. shipment is lithe Purchnser dirce s the Seller to correct nonconforming or defective goods by a date to he agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted form Invoice oleo Purchaser and the Seller, and the Seller thereafter indicates its inability m umvihlingnes to comply, the Purchaser shipments are made form greater distance. may cause the work to be performed by the most expeditious means available to it, and the Scllcr shall pay all cnsa associated with such work, Permits. Seller shill procure at sellers sole cost all necessay permits, certificates and licenses required by all applicable laws mgulmioot. ordinances and rules of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly constituted public authority hating jurisdiction over the work of vendor. Seller further agrees to hold the City of Fort Collins harmless firm 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 rcgairemcnts. Authorization. All parties to this contract agree that the representatives are. in Gm. bona ride and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions sorted herein set forth and any supplementary or additional terms and conditions annexed herein or incorporated herein by reference. Any additional or different terms 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 your premised delivery date as noted. Time is ofthe essence. Delivery and performance must he effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation. acceptance ofpanial late deliveries, shall operate as a waiver ofthis provision. In the event ofany delay. the Purchaser shall have, in addition to other legal and equitable mrtrcdies. the option ofplacing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages ns a result of dclay;s due to causes not reasonably foreseeable which am beyond its =enable control and without its fault nfncgligcacc, such acts of God, acts ofeivil or military authorities, govemmental 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 Seller first received knowledge thereof. In the event of any such delay. the date of delivery shall be ca ended 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 donvingr, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and performed with the highest degree of rnrc 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 account ofthe Sellers breach of warranty. The Seller 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 ofany applicable wmmmy provided by the Seller 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 famished by the Seller, Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim tinder 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 warn mics or guarantees, but such liabilityshall in no event include lass ofpmfits 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 terra 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 quamities originally a c ered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time ofperformance hereunder, an equitable adjustment <hall 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 panics 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/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which am the Sellers standard stock. No such termination shall relieve the Purchases or the Seller ofany ofthcirobligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days from the date the change or tcrounation is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced. .cold, delivered and furnished in strict 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 to effect or evidence compliance. All laws and rcgndations required to be incorporated in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser hamiless from all costs and damages suffered by the Purchaser as a result of the Scllcrs failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, many monies due or to become dire hereunder without the prior written consent of the other party. 10. TITLE. The Scllcr wamnts fall, 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 encumbrances and claims of rahco,. The Seller shill release the Purchaser and its contractors ofany tier form all liability and claims of any nature restdling from the performance ofsuch 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 party. The Seller's eomractunl obligations. including warranty, shall not be deemed to be minced, in any way, because such work is perfumed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is regoimd to use any design, device, material or pmcess covered 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. material or pmcess in connection with the contract, and shall indemnify the Purchaser for any cost. expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or a0er the completion of the work. In case said equipment. or any pan thereof or the intended use of the goods. is in such suit held to constitute infringement and the use of said equipment or pan 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 pans, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes nnninfringing. 15. INSOLVENCY. If the Seller shall became insolvent or bankrupt make an assignment for the heneftt of creditors, appoint a receiver or trustee for any of the Sellers pmperty or business. this order may forthwith he canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation ofthe agreement and the rights of nil panics hercundcr shall be canstmed under and governed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Scllcrs Rcprcscntadve(s), on the premises ofothers. 17, SELLERS RESPONSIBILITY. The Scllcr shall carry an said work at Seller's own risk until the same is fully completed and accepted, and shall, in ease ofany accident, destruction or injury to the work and/or materials before Seller's final completion and .acceptance, complete the work at Seller's own expense and to the satisfaction ofthe Purchnser. When materials and equipment arc famished by others for installation or erection by the Seller. the Seller shall receive, unhand, start and handle same at it,, site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. I S. INSURANCE. The Seller .shall, at his own expense, provide for the payment of workers compensation. including occupational disease hencrim. to is employees employed on or in connection with the work covered by this purchase order. and/or to their dependents in accordance with the laws of the state in which the work is to he done. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability inaurmce .with hodily injury and death limits of at least S30O." for any one person, $500,00o for any one accident and property damage limit per accident of S40L000. 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 prenniscs of others, the Scllcr shall furnish the Purchaser with a cenif¢mc that such compensation and insurance have been provided. Such cer ificams shall specify the date when such compensation and insurance have been pmrided. Such certificates shall specify the date when such conpcnmtinn and insurance expires. The Seller agrees that such compensation and itoa anceshall be maintained until aner the entire work is completed and accepted, 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury ofany kind or nature whatsoever to persons or property caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold homeless 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 pmpcny to which the Purchaser ran ' he put or subject by reason of any act, action, neglect, omission or default on the part of the Seller. any of his connivers. or any of the Sellers or contractors ofieers, agents or employees. In case any suit or other pmccedings shall be brought against the Purchaser. or its officers, agents or employees at tiny time on account or by reason affinity net, action, neglect omission or default of the Seller of any of his contractors or any of its or their affects, 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 all judgments that may be intoned by or obtained against the Purchaser or any of its or their officers. ngents or employees in such suits or other pmccedings, and in case judgment or other lien be placed upon or obtained against the property ofthe Purchaser. or said parties in or as a result of such suits or other pmccedings, the Seller 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. famish and install all guards necessary for the prevention of accidents comply with all laws and regulations with regard to safety including, bra without limitation, the Occupational Safety and Health Act of 1970 and all odes and mgulations ismed pursuant thereto Revised 03/2010