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HomeMy WebLinkAbout110090 EBSCO SUBSCRIPTION SERVICES - PURCHASE ORDER - 9957115Date: 12/1 /2009 City of F6rt„Collins Page Number: 1 Purchase Order Number: 9957115 Delivery Date: 11/30/2009 Buyer: CAREY, 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 21,052.68 PERIODICAL SUBSCRIPTION PER IN Total City of Fort C in Director of Purchasing and Risk Management This order is HQValid 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 $21,052.68 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 from state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26. 1 14 (a). Goods Rejected GOODS REJECTED due to failure to meet specifications, either when shipped ordue to defects of damage in transit, may be retumed to you for credit and are not to be replaced except upon receipt of written instructions fiom the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on an-ival. Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this order can result in authorized payment on the part of the 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., For Collins. CO 90522. unless otherwise specified on this order. If permission is given to prepay fieight and charge separately, the original fi,eight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various parts ofthe counuy, shipnment is expected from the nearest distribution point to destination, and excess freight will be deducted front Invoice when shipr ents my made from greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required byall applicable laws, regulations, ordinances and rules ofthe state, municipality, territory or political subdivision 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 Fort Collins harmless from and against all liability and loss incurred by them by reason of an asserted or established violation orally such laws, regulations, ordinances, rules and requirements. Authorization. All parties to this contract agree that the representatives are, in fact, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terns and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto m incoporated 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 immediately if you cannot make complete shipment to mtive on your promised delivery date as noted. Time is ofthe 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 partial late deliveries, shall operate as a waiver of this provision. In the event of any delay, the Purchaser shalt 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 damages 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, govemmental priorities, fit es. strikes, food, epidemics. wars or riots provided that notice ofthe conditions causing such delay is given to the Purchaser within five (5) days ofthe little when the Seller first received knowledge thereof. In the event of any such delay. the date of delivery shall beextended for the period equal to the time actually lost by reason of the dehry. 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 proposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar nattue. The Seller agrees to hold the pur chaser harmless from any loss, damage m expense which the Purchaser may suffer or incur on account ofthe Sellers breach of warranty. The Seller shall replace, repair or nnake good, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of tine as pray Ie prescribed by Iry m by the tees of any applicable warranty provided by the Seller alter the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting fromm inmperfeet 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 in in this purchase order. the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wan anties or guarantees, bill such liability shall in no event include boss 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 may snake any changes to the terns, other than legal terns, including additions to or deletions fi our the quantities originally ordered in the specifications or drawings, by verbal m n ,t itten change m der. I f any such change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser nnay at any time by written change order, terminate this agreement m to any or all portions ofthe goods then not shipped, subject to any equitable adjustment between the parties 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 ofthe goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor 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 termination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced sold, delivered and furnished in strict compliance withal] applicable laws and regulations to which the goods are subject. The Seller shall execute and deliver such documents as may be required to effect m 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 govemment contract" within the meaning of Article XXVIII ofthe Colorado Constitution ("Article XXVIII"), then the provisions of Section 15 of Article XXVIII are hereby incorporated into this [Agreement]. In such a case, if the [ContractorJ m any other pet son who is a "contract holder" as defined in Section 2(4.5) of Article XXV III intentionally violates Section 15 or Section 17(2) of Article XXV III, then the [Contractor] agrees it shall be ineligible to hold any sole source govenument 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 nnonies due or to become due hereunder without the in written consent ofthe other petty. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser for all equipment, materials. and iterrs famished in Ierfonnance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. 11. NONWAIVER. Failure ofthe Purchaser um insist upon strict performance ofthe terns and conditions hereof, failure or delay to exercise any rights or remedies provided herein or bylaw. failure to promptly notify the Seller in the event of a breach, the acceptance of of payment for goods hereunder or approval of the design, shall not release the Seller of any of the wananties or obligations of this purchase order and shall not be deemed a waiver of any right of the 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 any prior or subsequent default hereunder. nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of airy of the terms hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting fromamitrust violationsare in fact home by the Purchaser. Theretofore. for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Ptu'chaser any and all claims it may now have or hereafter acquired tinder federal or state ,antitrust Imes for such overcharges relating to the particular goods or services purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser 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 or unwillingness to comply, the Purchaser may cause the nwoik to be perfmtnred by the most expeditious means available to it. and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors ofany tier fYonm all liability and claims ofany nature resulting from the perforance of such work. This release shall apply even in the event of fault of negligence of the pane released and shall extend to the directors. officers and employees of such party. The Seller's contractual obligations, including warranty. shall not be deemed to be reduced, in any way, because such well is performed or caused to be performed by the Put chaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material o process covered by letter, patent, trademark or copyright. the Seller shall indemnifv and save harmless the Purchaser fi'om any and all clains for infingernent try reason of the use of such patented design. device, material m process in connection with the contract, and shall indemnify the Purchaser liar any cost, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or after the completion ofthe work. In case said equipment, m any pail thereofor the intended use ofthe goods, is in such suit held to constitute infi ingentent and the use ofsaid equipment or part 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 the same with substantially equal but nun-infinging equipment, or modify it so it becomes non -infringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors. appoint a receiver or trustee for any ofthe Sellers property or business. this order may 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 pertbnn work hereunder, including the services of Sellers Representative(s), on the premises of others. IT SELLERS RESPONSIBILITY. The Seller shall cant' on said wurk at Seller's own risk until the same is idly completed and accepted, and shall, in case of any accident. destruction or injury to the work and/or materials before Seller's final completion and acceptance, mplete the work at Sellers own expense and to the satisfaction of the Purchaser. When materials and equipment are furnished by others liir installation or erection by the Seller. the Seller shall receive, unload, store and handle same at the site and beconne responsible therefor as though such nnaleriols and/or equipment were being fumished by the Seller under the order. 18. INSURANCE. The Seller shall, at his ovvn expense, provide for the payment of workers eonnpensation. including occupational disease benefits, to its employees employed on or in connection with the work covered by this put clime order, and/or to 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 autonnobile public liabilityinsurancewith bodily injury and death limits of at least $300,000 for any one person, $500.000 for any one accident and propeny 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 ofthe Sellers m his contractors employees shall do any work upon the premises of others. 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 assumes the entire responsibility and liability for any and all damage. loss or injury of any kind or nature whatsoever to persons or property caused by or resulting front the execution of the work provided for in this purchase order m in connection herewith. The Seller will indennify and hold harmless the Purchser and any or all of the Purchasers officers, agents and employees from and against any and all clains, losses, damages, charges or expenses, whether direct on indirect, and whether to persons m property to which the Purchaser maybe put or subject by reason of mry act. action, neglect, omission or default or the pan of the Seller, anyofhis contractors, oranyofthe Sellers or contractors officers, agents or emmployees. In case any suit orother proceedings shall bebrought against the Purchaser, m its officers.agents or employees at anytime on account or by reason of any act, action, neglect, omission or default ofthe Seller of any of his contractors many of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to nssunne 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 incurred by or obtained against the 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 or obtained against the propeny of the Purchaser, or said parties in or as a result of such suits or other proceedings. the Sellerwill 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 Imes 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 04/2009