HomeMy WebLinkAbout171314 INNOVATIVE INTERFACES INC - PURCHASE ORDER - 9122346City of
Fort Collins
Date: 04/25/2012
PURCHASE ORDER
Vendor: 171314
INNOVATIVE INTERFACES INC
5850 SHELLMOUND WAY
EMERYVILLE California 94608-1901
PO Number Page
9122346 1°f2
This number must appear
on all invoices, packing
slips and labels.
Ship To: PUBLIC LIBRARY (MAIN)
201 PETERSON ST
FORT COLLINS Colorado 80524-2
Delivery Date: 04/25/2012
Buyer: DAVID CAREY
Note:
Line Description
Quantity
Ordered
UOM
Unit Price Extended
Price
Express Lane Stations
1 LOT
LS
16,000.00
5 Additional for Main Re -Model
Per Line 1 of Invoice # 0039172-IN, dated 01/24/12.
2 Staff Users Software Licenses
1 LOT
LS
7,500.00
Quantity of 80
Per Line 2 of Invoice # 0039172-IN, dated 01/24/12.
3 Annual Millennium Maintenance
1 LOT
LS
55,392.00
for Term 05/01/12 thru04/30/13
Per Invoice # R228134-IN, dated 04/02/12.
Total $78,892.00
Invoice Address:
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO
City of Fort Collins
City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580
Accounting Department
Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com
PO Box 580
Fort Collins, CO 80522-0580
Purchase Order Teals and Conditions
Page 2 of 2
I. COMMERCIAL DETAILS.
Tax exemptions. By sramte the City of Fort Collins is exempt fmm state and local taxes. Our Exemption Number is I L NONWAIVER.
98-tF1502. Federal Escisc Tax Exemption CcnjOeate of Registry 84-60005S7 is registered with the Collector of Failure ofthe Purchaser to insist upon strict pirfom rose of the tents and conditions hereof. failure or delay to
Internal Revenue, Denver. Colorado (Ref Colorado Revised Sannes 1973. Chapter 39-26. 114 (a). exercise any rights or renedicx presided herein or by law, failure to promptly notify the Seller in the cvem of a
breach. the acceptance ofar payment for Sands hereunder or approval ofthe design, shall not release the Seller of
Goods Rejected. GOODS REJECTED due to failure to meet specificalioa, either when shipped or due to defects of any of the ominaties or obligations of this purchase order and shall not be deemed a waiver of any right of the
damage in transit may be resumed to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict performance formal any of its rights or remedies as to any such grads, regardless
instructions from the City of Fort Collins. of when shipped, received or accepted. as to any prior or subsequent default hereunder, not shall any pagsonnl
nml modification or rescission of this parchasc order by the Parchnser operate as a times, of any of the spun
Inspection. GOODS are subject to the City of Too Collins inspection on amv:a I. 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 an the pan of the City of Fort Collins. However. it is to be understood that FINAL Seller and The Parchnser recognize That in nctunl economic practice, everchmges resulting from intitmst
ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations are in fact hone he the Purchascr. Theretofore, far good cause and as consideration fnr execuling this
purchase order, the Scller hereby assigns to the purchaser any and all claims it may now have or heronncr
Freight Tents. Shipments must be F.O.B.. City of Fort Collins. 700 Wood St. Fon Collins, CO R0522, unless acquired under federal or state antitmxt laws for such overcharges relating to the panicular goods or services
otherwise specified on this order. If permjs ion 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 points in various pans of the country. shipment is If the Purchaser directs the Scller to correct nonconforming or defective good by it date to be named open by the
expected fmm the nearest distribution point to destination, and excess freight will be deducted from Invoice when Parchnser and the Scller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchamr
shipments arc made fmm greater distance. cony cause the work to be perforated by the most expeditious means available to it, and the Seller shall pay nil
costs ac ucimed with such work.
Permits. Seller shall procure at sellers sole cost all neeasary permits, certificates and licenses required by all
applicable laws, regulations. ordinances and mles of the state, municipality, territory or political subdivision where
the work is perfomud, or required by any other ditty constituted public authority having jurisdiction over the work
of vendor. Seller further agrees to hold the City of Fort Collins harmless from and against all liability and Ins,
incurred by them by reason of an assented or established violation of any such Imvs, regulations, ordinance,, notes
and rcquircro nts.
Authorization. All panics to this contract agree that the representatives arc, in fact bow fide and posses full and
complete authority to hind 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 hereto or incorporated herein by
reference. Any additional ordilfercnt 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
promised delivery date as noted. Time is ofthe essence. Delivery and perfommnce most be effected within the time
stated on the purchase order and the documents attached hereto. No act, of the Purchasers inchrding, without
limitation. acceptance ofpartial late deliveries, shall operate as a waiver ofthis provision. In the event crony delay.
The Purchaser shall have, in addition to other legal and equitable remedies. the option ofplacing 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 arc beyond its rcavonable contra] and without it, fault nfncgligencc,
such acts of God, acts ofeivil or military authorities, gowemmcntil priorities, fins, strikes, Bond, epidemics, wars or
riots Fortified 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 inter delay. the date of delivery, shall he
extended for the period equal to the time actually lost by reason ofthe delay.
i. WARRANTY.
The Seller w.ina its 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
perfumed with the highest degree create and competence in accordance With accepted standard% for work of a
similar nninrc. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the
purchaser moy su Rer or incur on account ofthe Sellers breach of warranty. The Seller shall replace. repair of make
good, withmn cost to the purchaser. any defects or faults arising within one (1) year or within such longer peeled of
time as may be proscribed by law or by the terms of any applicable warrants provided he the Seller after the date of
acceptance of the ponds furnished hereunder (acceptance net to be unreasonably delayed), resulting front imperfect
or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchascr shall not
constitute a waiver ofnny claim underthis warranty. Except a otherwise provided in this purchase order, the Scllcrs
liability hereunder shall extend to all damages proximately caused by the branch of ant of the foregoing wnmmics
or guarantees, but such liability shall in no event include loss of profits or loss infuse. NO IMPLIED WARRANTY
OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY.
4. CHANCES IN LEGAL TERMS.
The Purchaser mov make changes to legal terms by written change order.
5. CHANGES IN COMMERCIAL TERMS.
The Purchaser may make any changes to the icmw, other than legal terms, including additions to or deletions fmm
the gaantitics originally ordered in the specifications or dmwin,,. by verbal or written change miler. If any sn¢h
change affects the ammint due or the time of perfomanee hereunder, tar equiablc adjustment .shall be made.
6. TERMINATIONS.
The Purchaser may at any time by written change order. terminate this agreement a, to any or all portions of the
goods then not shipped, subject to any cgniulble adjustment between the Panics a to any work err matcrinls then in
progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted
puritan 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 are the Sellers standard stock. No such termination shall relic%c
the Pumbaecr err the Sclicr of any of their obligations as to any grad, delivered hounder.
7. CLAIMS FOR ADJUSTMENT.
Any claim for adjustment must be asserted within thirty (30) days from the date the change or wormantion is
ordered.
R. 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 laws and regulations to which the goods arc subject. The Seller shall execute and
deliver such documents as may be rcqujred to effect or evidence compliance. All laws and regulations required to he
incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees In
indemnify and held the Purchascr hzmdcss from all costs and damages suffered by the Purchascr is a result of the
Seller, failure to comply with such law.
9. ASSIGNMENT.
Neither party shall assign, transfer. or convey this order, or any monies due or to become duc hereunder without the
prior written consent ofthe other party.
10. TITLE.
The Sclicr umrraals 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, rescnations. security interest
encumbrances and claims archers.
The Seller shall release the Purchascr and its contractors of any tier fmm all liability and claims of any union,
resulting firm, the perforomnce of such work.
This release shall apply even in the event of fnult of negligence of the party released and shall extend to the
directors, oRccr, and anployccs ofsuch party.
The Seller's contractual obiigmiens, including w'arai ,hall not be deemed to be reduced, in any way, because
such work is performed or caused to he performed by the Purchascr.
14. PATENTS.
%Yhcncvcr the Seller is required to use any design, device material or process covered by letter, patent, trademark
or copyright the Seller shall indemnify and save hamless the Purchaser Farm any 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 Purchaser friary cost, expense err damage which it maybe obliged to pay by reason ofsuch
infringement at any time during the prosecution or after the completion ofthe work. In case said equipment, or
.any part thereof er the intended use of the gook. is in such snit held to constitute infringement and the use of
said equipment or pin 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 hot
noninfringing equipment or modify it .so it becomes anninfringing.
15. INSOLVENCY.
If the Seller shall become insolvent or hinkmpt make an assignment for the benefit of creditors, appoint a
receiver or trustee for any of the Scllcrs property or business, this order may forthwith be canceled by the
Pnrchuscr without liability.
If. GOVERNING LAW.
The definitions Of tcnns ascd or the interpretation of life agreement and the rights of all panics hcrmutder shill be
constmed trader and governed by'the laws ofthe State of Colorado. USA.
For following Additional Conditions apply only in cues %there the Seller is to perfmm work hereunder.
including the services of Scllcrs Rcprescatative s), on the realisex ofothcrs.
17. SELLERS RESPONSIBILI rY.
The Seller shall carry on said work at Scllcrs own risk until the same is fully completed and accepted. and shall,
in case crony accident, destruction or injury to the work and/or materials before Seller's fiwl completion and
acceptance. complete the wok at Seller's own expense and to the satisfaction ofthe Purchaser, %%then materials
and equipment arc furnished by others for installation or confirm by the Seller, the Seller shall receive, unload,
store and handle same at the site and become respenslble briefer as though such materials and/or equipment
were being furnished by the Seller under The order.
I R. INSURANCE.
The Seller shall. at his ow'n expense, provide for the payment of workers compensation, including occupational
disease hens Ots, to its employees employed on or in connection with the work covered by this purchase order,
and/err to their dependents in accordance with the Imes of the state in which the work is to be done. The Seller
shall also carry comprehensive general liability including, but not limited to, wntractunl and automobile Public
liability in.vurince with hodily iniury and death lit..it, of at least S300,000 for any one persnn, S500,000 Inn any
one accident and property damage limit per accident of $400.000. 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 premises ofothcrs, the Seller shall furnish the Purchascr with a certificate
that such compensation and insurance have been provided. Such certificates shall specify the date when such
eompensatinn and insurance have been provided Such certificates shall specify the date when such compcnsminn
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 assumes the entire responsibilityand handily for any and all damage. loss or injury ofany kind
or nature is hatsorwer to persons or property caused by or resdiing from the execution ofthe work pmvided for in
this purchase order or in connection Immix ith. The Seller will indemnify and hold hamdess the Purchaser and any
err all of the Purchasers officers, agents and employees from and against one and all claims. losses. damages.
charges or expenses whether direct or indirect. and whMhcr to persons or property to which the Pont may
be put or subject by reason of any act. action, neglect, omission or default on the pan of the Seller, any of his
eommctors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other
proceedings shall be hronght against the Purchascr, or its officers, agents or employees as any time an account or
by reason of any act, action, neglect omission or default of the Seller of any of his contractors or any of its or
their offices, agents or cnnployces is aforesaid, the Seller hereby agrees to assume the diffuse fhencof and to
defend the same m the Sellers own expense, In pay any and all costs, charges, attomcys fees and other expenses,
any and all judgments that may be incurred by err obtained against the Purchaser or any of its or their officers.
agents or employees in such suits or other proceedings and in ease judgment or other lien be placed upon or
chained against the pmpeny of the Purchascr, or said parties in or as a result of such suits or other proceeding,,
f uo 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, furnish and install all guards necessary for the preecntion of
accidents comply with all laws and regulations with regard to safety including, but without limitation, the
Occupational Safery and Health Act of 1970 and all ales and regulations issued pursuant thereto.
Revised 03/2010