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HomeMy WebLinkAbout432384 BIBLIOTHECA INC - PURCHASE ORDER - 9117290City of Fit Collins PURCHASE ORDER Date: 12/12/2011 Vendor: 432384 BIBLIOTHECA INC 2121 METRO CIRCLE SW HUNTSVILLE Alabama 35801-5343 PO Number Page 9117290 1of2 This number must appear on all invoices, packing slips and labels. Ship To: PUBLIC LIBRARY (MAIN) 201 PETERSON ST FORT COLLINS Colorado' Delivery Date: 12/09/2011 X Buyer: DAVID CAREY Note: / Line Description Quantity UOM Unit Price Extended /Ordered Price ANNUAL SUPPORT BILLING 1 LOT LS 11,499.85 GATES, STATIONS, READERS, INVENTORY WAND, SINGLE AISLE GATE, AND 3 PEOPLE COUNTERS PER INVOICE# A000265-IN. DATED 11/28/1/ 9-m� Q. 0,YUL9�_.e- City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill Il, 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 $11,499.85 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 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local razes. Our Exemption Number is 11. NONWAIVER, 98-04502. Federal Excise Tax Exemption Cenificase of Registry 84-600(1 is registered with the COIICCmr of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof. failure or delay to Internal Revenue, Denver, Colorado (Ref Colorado Revised Statutes 1973, Chapter 39-26. 114 hd) exercise any rights or remedies provided hacin or by law, failure to pmmpdy notify the Seller in the event of a breach, the acceptance ofor payment for goods hercunda or approval of the design, shall not release the Scllacaf Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the warranties of obligations of this purchase order and shall not be devoted a waiver of anv right of the damage in transit. may be resumed to you for credit and are not to be replaced except upon mccipt of written purchaser to insist upon strict performance heron(or any ofits rights or rcmedics ns to any such goads, regardless ina motions from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default havonder, not shall any paTm-ed oral modification or rescission Of this purchase order by the Purchascr operate as a waiver of any of the terms Inspection. GOODS arc subject to the City of Tom Collins inspection on arrival. 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 on the part of the City of Fort 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 arc in fact borne 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 hemancr Freight Terms. Shipments most be F.O.B., City of Fort Collins. 700 Wood St.. Fen Collins. CO 80522. Miles, acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this order. If permission is given to prapay freight and charge wpnmtcly, the original freight purchased or acquired by the Purchascr pursuant to this purchase order. bill most accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufncturers have distributing points in various pans of the country, shipment is If the Purchascr climax the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected from the commit distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Scllec and The Seller hereafter indicates its inability or unwillingness to comply, the Purchaser shipments arc made from greater distance. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all costs associated with such mock. 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, tcrdmry or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Sella 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 of any such laws, regulations, ordinnnees, ndcs and requirements. Authorization. All panics to this contract agree that the representatives arc, in fact, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Only expiesdy limits acceptance to the tells and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorfented herein by reference. Any additional or different term 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 of the emence. Delivery and performance most be cffccted within the time stated on the purchase order and the documents attached bacto. No acts of the Purchasers including, without limitation, acceptance ofpanial late deliveries, shall op um as a waiver of this prevision. In the event of any delay. the Purchaser shall have, in addition to other legal and equitable rcmedics, the option of placing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages ns a result of delays due to causes not reasonably foexecable which an beyond its reasonable control and without its fault of negligence, such acts ofGML acts ofcivil or military authorities, governmental priontics, fires, strikes, food, epidemics. ware or riots provided That notice of the conditions causing such delay is given to the Purchascr within five (5) days of the time when the Seller fast received knowledge thereof. In The event of any such delay, The date of delivery shall be extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller warrants That all galls, 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 clause of care and comptnce in accordance with accepted standanls 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 of the Sellers breach of wamnry. 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 he prescribed by law or by the hems of any applicable warranty provided by the Seller aficr the date of acceptance of the good, furnished henunda (acecptanec not to be unreasonably delayed), resulting from imperfect or defective work done or matmals furnished by the Seller. Acceptance or use of goods by the Purchascr shall not constitute a waiver ofany claim under this warranty. Except as otherwise provided in this purchase order, the Scllcrs liability hereunder shall extend to all damages proximately causal by the breach ofany of the foregoing %vt matics 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 Purchascr may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the tells, other than legal Isms, including additions to or deletions from the quantities originally ordered in the specification, or drawing, by verbal or %,incn change order. If any such change affects the amount due or the time of performance hereunder, an equitable adjusmment shall he made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all pelicans of the goods then not shipped, subject to any equitable adjustment bnwan the panics as to any work or materials then in progress pmvidcd that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion of the gads and/or work, for incidental or consequential damages. and that no such adjustment he made in favor of the Sella with respect to any funds which arc the Sellers standard stock. No such termination shall mlmve 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) dnys from the date the change or larion mien is oNcmd. 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 are subject. The Seller shall execute and deliver such documents as maybe required 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 to indemnify and hold the Purchascr harmless from all costs and damages suffered by the Purchascr w a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Nadia party shall assign, maser. or convey this order, or any monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller warrants 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, reservations, smuity interest encumbrances and claims of others. The Seller shall release the Purchascr sad its contractors of any tier from all liability and claims of any nature resulting from the performance ofsuch wok. This release shall apply even in the event of fault of negligence of the parry released and shall extend to the directors. omcas and employees ofsuch parry. The Sellers contractual obligations, including mammy, 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. Whatever the Seller is required to use any design, device, material or process covered by lamr. patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchascr from any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the concern. 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 after the completion of the work. In ease 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 expcaac and at its option, either procure for the Purchascr the right to continue using raid equipment or pans, replace the same with substantially equal but noninfringing equipment, or modify use it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent Or hankmpt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchascr without liability. 16. GOVERNING LAW, The definitions of toms used or the interpretation of the agreement and the rights ofoll panics hanmder shall be constmed 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 Sellers Representative(.,), net the premises ofothers. 17. SELLERS RESPONSIBILITY. The Sella shall carry on said work at Seller's own risk until the same is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work and/or materials before Sellars final completion and acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchaser. When materials and equipment arc furnished by others for installation or erection by the Seller, the Sella 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 tinder the order. IS. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease heaefx, to its employees anpinycd on or in connection with the work covered by this purchase order. and/or to their dependents in accordance with the Imes of the state in which the work is to be done. The Seller shall also cmry comprehensive, general liability including, but not limited to. contractual and automobile public liability insurance with bodily injury and death limits of at least S300.000 for any one person. S500,000 for any one accident and property damage limit per accident of S400.000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insumnec. Before any of the Scllcrs or his conmctors employees shall do any work upon the premises ofothers, the Seller shall furnish the Purchaser with a certificate that such compensation and insurance have been provided. Such ccnificates shall specify the date when such enmpensation 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 rcsponsihiliryand liability for any and all damage, loss or injury ofany kind or nature whatsocvcr to persons or property caused by or resulting from the cxecutimu fthe work provided for in this purchase Order or in connection herewith. The Seller will indemnify and hold hmmless the Purchascr and any or all of the Purchasers onicem, agents and employees from and against anv and all claims, losses, damages, charges or expenses. whether direct or indirect, and whether to persons Or property to which the Purchaser may be put or subject by reason of any act, action, neglect. omission or default on the part of the Seller, any of his contractors, or any of the Scllcrs or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at any time on 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 o icen. agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Scllcrs own expense, to pay any and all costs, charges, xnomeys (ew and other expenses. any and all judgments that may be incnmd by or obtained against the Purchascr or any of its Or their offices. agents or employees in such suits or other proceedings, and in case judgment or ether lien be placed upon or obtained against the proprty ofthe Purchascr, or said panics in or as a result ofsuch suits or other proceedings. the Scllcr 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 Imes and regulations with regard to safety including, but without limitation, the Occupational Safety and Health An of 1970 and all rules and regulations issued pursuant Ihcrcto. Revisal 03/2010