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HomeMy WebLinkAbout520135 BRAINFUSE ONLINE INSTRUCTION - PURCHASE ORDER - 9143883of Fort Collins Date: 07/10/2014 PURCHASE ORDER Vendor: 520135 BRAINFUSE ONLINE INSTRUCTION 271 MADISON AVE 3RD FLOOR NEW YORK NY 10016 PO Number Page 9143883 1o12 This number must appear on all invoices, packing sli s and labels. Ship To: PUBLIC LIBRARY (MAIN) 201 PETERSON ST FORT COLLINS CO 80524-2990 Delivery Date: 07/10/2014 Buyer: ED BONNETTE Note: PER INVOICE #2005560 DATED 7/8/14. Line Description Quantity UOM Unit Price Extended Ordered Price Education Services 1 LOT LS 15,000.00 8/1/14-7/31/15 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.mm Total $15,000.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 1. COMMERCIALDEfAILS. Tax exemptions. By sort, the City of Fort Callum is exempt tram suite and local taxes. Our Exemption Number is 11. NONWAIVER. 98-04502. Federal Exciae Tax E an don Cmificate of Registry 84-6000582 is mustard with he Collector or Failure of the Purchaser to imist upon strict performance of Me lama and conditions hereoL failare ar delay to hnemat Revenue. Dawa, Colorado (Ref. Ci losedo Revised Sototes 1973, Chaplet 39-26,114 (a). exercise any rights or remW ies provided herein or by law, failure w promptly ratify the Seller in the event of a breach, he acc,t. of or payment fro goods hereunder in approval of he design, shall rot release he Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the exaraula or obligations of this purchase order and shall rat be deemed a waiver, of any right of he dumage in aunsit, may be moaned to you fir credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance hero for any of its rights or remedies as many such goods. regardless instmetions from the City ofFort Collins. of when shipped, received or accepted, as to any prim or subsequent default hereunder, nor shall any pumaned oral modification or rescission of this p usbase order by the Purchaser operate as a waiver of any of he terms Inspection. GOODS are subject in the City arrant Collins inspection on arrival. hereof. Final Acceplamen Receipt of the merchandise, se r equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS, 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, o allimges belching from maitust ACCEPTANCE is dependent upon completion of all applicable required inspection powedufes. violations ore in fact home by the Purchaser. Theretefom, for good cause and as consideration for executing this purchase under, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments must be F.O.B., City of Fan Collins, 700 Wood St, Fan Collins, CO 80522, unless acquired under federal or stare antitrust laws for such overcharges redwing to the particular goods or services otherwise s,ecifN 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. Shipment Distance. Where m nufatlurms Mve distributing points in various pans of the country, shipment is expected from me nearest distribution paint to destination, and excess freight will be deducted from Invoice when shipments art made from greater distance. Pmni6. Seller shall Proem, or sellers sole cost all necessary permits, ttnificams and licenses requited by all applicable ries. regulawas, ordinances and rules of the sure, m anteipaliry, terimry ar political subdivision where Me work is performed, Or required by any other duly constituted public authority eivingjurisdinion over the work of vendor. Seller tuner agrees to hold he City of Fon Collin hmmless from am against all liability and loss incurred by them by reason of an averted or established violation of any such laws, regulations, odnances, rates and requirements. Au@onmtion All panic, m this comsat agree that he arcuntiow. are. in fact Was fide and possess poll and complete authority to bind said patties. LIMHATION OF TERMS. This Purchase Order expressly limits acceptance to the teams and conditions stated herein set fall and any supplementary or additional tears and conditions annexed hereto or incorporated herein by reference. Any aldalond or different terms and conditions proposed by seller are objected to and hereby rejected_ 1 DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised drivary date to 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 panial late deliveries, shall operate as a waiver of this provision. In the event of coy delay. the Pushmer shall have, in addition to other legal and equitable remedtes, the option ofplacing this order elsewhere and holding he Seller liable for damages. However, the Seller shall not be liable for damages as a resoh of delays due to causes tat reawrably foreseeable which are beyond its reasonable annual and without its fault of negligarce. such acts ofGud, acts of civil or military authorities, govcmmrnuil priorities, fires, s bikes. flood, epidemics, waa or riots provided that matice of the conditions causing such delay is given to the Parch within five (5) drys or the time when the Seller first received knowledge thereof. In the event of any such delay, he date of delivery shall be extended for the period equal to he time actually lost by brawn of the delay. 3. WARRANTY. The Sella warams that all goods, articles, arateriak end work covered by this order will confoam with applicable drawings, specifications, samples rndfr other descriptions given. will be fit fir the puaposn amaded, and Performed with the highest deb ee of care and competence in accordance with accepted suvivels for work of a similar natire. The Seller agrees to hold the purchaser harmless from my loss, damage or expense which the Pumbaser may suffer or incur on account of the Sellers breach of wor arty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (H 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 Seller after the date of acceptance of the goads famished hereunder (accepance not W be unreasonably delayed), resulting from ImperfetT or defective work done or materials famished by the Seller Acceptance or use of gcand as by fie Purc a er shall not constitute a waiver of any claim under this warranty. Except as otherwise provided is this purchase mder, the Sellers lidol try hereunder shall extend to all damages proximately caused by the breach of any of he foregoing waromms, or gusmmees, but such liability shall in no ev'em include loss of profits or loss of me. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make clue,es m legal ¢ass by women change mile, 5. CHANGES IN COMMERCIA1. TERMS. The Puchaer may make any changes an the terms, mbar than legal terms, including additions to or deleriom from the Founnucts adgrrally ordered N he spwifiratt.- or drawings, by va ml o change order. If any such change offers the amount due or the time rifperformsace h mbeeda. an equitable adjustment stall be made. 6. TERMINATIONS. Tim Parchaser may at any time by wrium change order, terminate this agreement as to any or all sarissof the goods then not shipped, subject to any equitable adjustment between the panics as to any work or materials then in progress provided that the Pumbasm shall not be liable for any lodes.. far agricultural profits tea 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 wince, m any goods which are the Sellers standard stock. No such lamination shall relieve the Purchaser or the Seller of any of their obligations as Worry goods delivered hereunder. Z CI.AIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) ,days from the date the change or lamination is ordered. 8. COMPLIANCE WITH LAW. The Sella warrants Out all goods sold hereunder shall have been produced, sold, delivered and famished in stnct compliance with all applicable laws and regulations in which the good are subject The Seller shall execute and deliver such documents as may be required to effect orevidemc compliance. All laws and regulations required m be incoryomted in agreements of this character are hereby incorporated beaein by this reference. The Sella agrees to indemnify and hold the Purchaser harmless Item all costs and damages sufficed by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, number, or convey this order, or any monies due or to become due hereunder without the ,Her written carnal orthe other party. 10, TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser far all equipment, materials, and items famished in perfomance of his agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Iftbe Purchaser dircc¢ the Seller to correct nonconf ing ur def flee goods by a date m be agreed upon by the Puchaser and the Seller, and the Seller thereafter indicates its irabiliry or unwillingness to comply, the Purchaser may came the work m IN, performed by the most expeditious mean mailable m ir, and the Seller shall Pay all ants ucsociated with such work. Fie Seller shall release he Purchaser and its contractors of any tier form all liability and claims of any rarre resmtiag from he peffbrian ce of such work. This beleme shall apply even in the evens of fah of negligmce of the Patty releazed am shall extend an the directors, officers and employees ofsuch party. The Seller's contractual oblipumb. including warranty, shall not he deemed to be malin 1, in any way, because such work is performed or -used rat be aformed by the Purchaser. 14, PATENT'S. Whenever the Seller is required to ale any design device, material or process covered by lame, patent, trademark or copyright, the Seller shall indemnify and save harmless lost Parch -a from any end all claims for itift-o mnem by reason of the use of such patented design, device, material or Process in connection with the contract, and And l indemnity the Purchaser for any cast, expense or damage which it may be obliged to Pay by reason of such tnftingemenr at any lime during he prosecution or alter the completion of the work. In raw said ammo, i, or my Pan thereof or the intended me of the goods, is in such suit held to emardimte infringement and he use of said equipment or Pan is enjoined, the Seller shall, at its own expense and at its option, eiher procure for the Purchaser me right m continue using said equipment or pans, replace the same with substantially equal but noninfnngme equipment, or modify it w it becomes nonmfringing. IS. INSOLVENCY. If the Seller shall become .],at in boul make an maignmem fro the benefit of creditors, appoint is mouser or trustee for any of he Sellers property or business, this order may forthwith - with be noeled by the rc Puhaser without liability. 16. GOVERNING LAW. The definitions, of terms used or the interpretation ofthe agreement and the rights of all ponies Remainder shall be consumed under and governed by the laws ofhe State of Colorado, USA. The following Additional Conditions apply only in where the Scllcr is to perform work hereunder, mcludmg the services of Sella, Represe omwe(s), tea hecases premises i fathers. IT. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk until the same is fully completed and accepted, and shall, in 'se of any 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 Of the Purchaser. When materials and equipment ore famished by others for installation 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/r equipment were being famished by the Seller under the older. 18. INSURANCE The Seller shall, yr his awn expense, preside far he Payment of workers compnuatim, including omm,mmal disease benefits, to its employees employed on m in conviction with the waft covered by this punM1ase order, andlor to Heir dependents in accordance with he laws of the suite in which the work is to be done. Far Sella shall also -ary comprehensive general liability including, but not limited W. mntracnul arW automobile pablie liability insumnee wih tidily inryry and death limits of W least SIW,Wn for any one person, S5 0,000 for any one accident and property damage limit per accident of $400,000. The Sella shall likewise require his if any, to provide for such campemmi in and un os e. Before any of Me Sellers or his examaon employees shall do any work upon the semen of others, the Seller shall famish the Purehma with a certificate that such compensation and insurance base been provided. Such cenifemes shall specify he dam when such compensation and insurance have been provided. Such cenificates 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. I he Seller hereby assumes the entire responsibility and liability far any and all damage, loss or injury orany kind or nature whosoever 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 M1.vances the Purchaser and any r 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 Purchaser may be pm or subjct by brawn of any act, action, neglat omission a defnth on he pan of the Sella, any of his emnaft.rs, m any of the Sellers or contractors Officers, agenda of employees. In case any suit or other proceedings shall be brought against he Purchaer, or its officers, agents m employees at any time on account or by reason of any Oct. action, neglect, omission m default of the Sella of any of his contractors or any of its or their officers, agents or employees as aforesaid, he Sella hereby agrees to assume the defense there f aaW to defend the same at the Sellers own expense, to Pay any and all casts, charges, mtome,x fees and order expenses, any am all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers, agents or employers in such suits or other procesal and in ens, judgment or other lien be placed upon or obminal against he property ofthe Parchuer, or said patties 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 Sella and his contractors shall take all safety precautions, finish and install all guards mo esvry far the prevention or 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 1313010