Loading...
HomeMy WebLinkAbout478005 AUDIOGO - PURCHASE ORDER - 9120256City of �,.For_t Collins PURCHASE ORDER PO Number Page 9120256 1of2 This number must appear on all invoices, packing slips and labels. Date: 01/13/2012 Vendor: 478005 Ship To: PROCESSING CENTER AUDIOGO FORT COLLINS PUBLIC LIBRARY 42 WHITECAP DR 256 W. MOUNTAIN/AVENUE NORTH KINGSTOWN Rhode Island 02852-7445 FORT COLLINS Colorado 80521-2 Delivery Date: 01/13/2012 Buyer: DAVID CAREY Note: / Line Description /Quantity UOM Unit Price Extended Ordered Price Audiobooks 1 LOT LS 20,000.00 2012 Blanket PO for 2012 Estimated Purchases 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 Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tennis and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By stamte the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 98-0,1502. Federal Excise Tax Exemption Certificate of Registry 84-OW587 is registered with the Collector of Internal Revenue, Denver. Colorado (Rcf. Colorado Revised Statutes 1973. Chapter 39 26, 114 (a). Goods Rejected. GOODS REJECTED due to failure to men specifications, either whim shipped or due to defects of damage in transit, may be rumored to you for credit and am not to he replaced except upon mecipt of written instructions from the City of Fort Collins. Inspection. GOODS arc subject to the City of For Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of. breach, the acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Seller of any of the w'annuities or obligations of this purchase order and shall not be dmmed a waiver of any right of the purchaser to insist upon strict perform:mcc hercofor any of its rights or rcmed ics as to any such goods, regardless of when shipped, received or accepted, as to any prior Or subsequent default hereunder, not shall any purported reel modi fiction or rest issirn of this purchase order by the Purchaser operate as a waiter of any of the terms 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 pin of the City of Fort Collins. However, it is to he understood that FINAL Seller and the Purchaser recognize that in actual economic practice, ovecharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact home 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 Fun Collins. 700 Wood St, Fort Collins, CO 80522. unless acquired under federal or state antitrust laws for such overcharges relating to the particular goads or services otherwise specified on this order. If pcoomion 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 manufaemrcis have distributing points in various parts of the country, shipment is If the Purchaser directs the Scllcr to correct nonconfomting or defective goods by a date to be agreed upon by the expected Even the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability orunwillingness to comply, the Purchaser shipments arc made from greater distance. may cause the work to he performed by the most expeditious means available to it. and the Sellershall pay all costs associated with such work. Permits. Seller shall procure at sellers sole cost all necessary permits, unificams and licenses required by all applicable laws. regulations, ordinances and roles of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly enstitutc l 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 amerced or established violation of any such laws, regulations, ordinances. mlcs and requirements. Authorization. All panics to this contract agree that the representatives arc, in fan, bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptaancc to the terms and conditions stated hercin set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller ate objected to and hereby rejcced. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is of oc essence. Delivery and performance must be effected within the time stated on the pumhase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpartial late deliveries, shall operate as a waiver of this provision. In the event of any delay, the Pumhascr shall 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 he liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond its reasonable control and without its fault ofnegligcncc, such acts of God, acts of civil or military authorities, governmental priorities, Tres, strikes, Hood, cpidcmie, wars or dots pmvidcd that notice of the conditions causing such delay is given to the Pumhascr 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 extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller wanants 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 Performed with the highest degree of care and competence in accordance with accepted standards for work of a Similar nature. The Seller agrees to hold the purchaser harmless from any Inns, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of warranty. The Seller shall replace, repair or make grad, without cost to the purchaser, any defects or faults arising within orrc (I) yen r 0r within such longer period of time as may he prescribed by law or by the terms of any applicable warranty provided by the Seller nfter the date of acceptance of the goods hunched hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Scllcr. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this warranty. Except as otherwise pmvidcd in this purchase Order, the Sellers liability hemunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss ofpmfits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANCES IN LEGAL TERMS. The Purchaser may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including ndditions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made. 6. TERM INATIONS. The Purehaar may at any time by written change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment bnwccn the panics as to any work or materials then in progrem provided that the purchaser shall not be liable for any claims for anticipated pmfuts 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 arc the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods deliacred haamdet. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asscned within thin (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, ddivcred and furnished in strict compliance with all applicable Incas and regulations to which the grads arc subject. The Seller shall execute and deliver such dmuments as may be required to effect or 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 hamdcss 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, or any monies due or to become due hereunder without the poor written consent of the other parry. 10.TITLE. The Sellenvnnants full, demand 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 crwumbrouses and claims ofothers. The Seller shall release the Purchaser and its ruminants of any tier from all liability and claims of any nature resulting from the performance of such work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors. Mcc. and employees ofsnch parry. The Scllcr's contractual obligations, including warranty, shall not be deemed to be reduced, in any away, because such work is performed or caused to be perforated by the Purchaser. 14. PATENTS. %Vhcnever the Seller is required to use any design, device, material or poces covered by letter, patent trndcmark 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 process in connection with the contract, and shall indemnify the Purchaser fro any cost, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or ancr 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 parts, replace the same with substancinlly equal but noninfringing equipment or modify it so it becomes noninfringing. 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 of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions oftenas used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be construed 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 Repmsenutt ve(s), on the premises ofothers. 17.SELLERS RESPONSIBILITY. The Scllcr shall carry on said work at Seller's own risk until the same is fully completed and nceepced, and shall, in case of any accident, dcstnrctimn or injury to the work and/or materials before Sellers final completion sad acceptance, complete the work or Scllcrs own expeom and to the satisfaction of the Purchaser. When materials and equipment arc furnished by others for installation or umlion by the Seller, the Seller shall rccdve, 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 under the order. 19. INSURANCE. The Scllcr shnll, at his own expense, provide for the payment of workers compensation, including occupational disease bcncfits, to its employees employed 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 carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with hodily injury and death limits of at least $300.000 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 aqv, to provide for tech compensation and mount Before any of the Sellers or 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 pmvidcd. Such certificates shall specify the date when such compensation and insurance expires. The Scllcr ogres that such compensation and insurance shall be maintained until aRcr the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility ad liability for any and all damage. lot or injury ofany kind or m mre whatsoever to persons or property caused by or resulting from the escaaimn of the work provided for in this purchase ordcror in connection herewith. The Seller will indemnify and hold hamdcss the Purchaser and any or all of the Purchasers oRccm. agents and employecs from and against any and all claims, losses, damages. charges or expenses, whether direct or indirect, and whether to persons or pmpeny In which the Purchaser mov be put or subject by reason of any act, action, neglect, omission or default on the pan of the Scllcr, any of his contractors or any of the Scllcrs or contractors officers, agents or employees. In ease any snit 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 offccrs, 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 incurred by or obtained against the Pumhascr 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 property ofthe Purchaser, or said panics in or as a result ofsnch suits or other proceedings. the Seller will at race 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 accident, comply with all Imes and regulations with regard to safety including, but without limitation. the Occupational Safety and Health Act of 1970 and all roles and regulations issued pursuant thereto. Revised 032010