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HomeMy WebLinkAbout466687 OVERDRIVE - PURCHASE ORDER - 9120263 (2)PO Number I Page Fort Collins PURCHASE ORDER Date: 01/17/2012 Vendor: 466687 OVERDRIVE 8555 SWEET VALLEY DR SUITE N CLEVELAND Ohio 44125 Ship To: PROCESSI FORT COL 256 W. MM)2) FORT GOL 9120263 1of2 This number must appear on all invoices, packing slips and labels. S PUBLIC LIBRARY TAIN AVENUE S Colorado 80521-2 Delivery Date: 01/13/2012 Buyer: DAVID CAREY Note: THIS PURCHASE ORDER IS FOR THE PROCUREMENT F GOODS AND/OR SERVICES, AS NEEDED, DURING THE CUR NT CALENDAR YEAR. DOLLAR AMOUNTS SPECIFIED ARE ESTIM ES AND NOT A PROMISE TO PURCHASE ANY MINIMUM AMOUN OF SUCH GOODS AND/OR SERVICES. Line Description / Quantity UOM Unit Price Extended Ordered Price Library Download Services 1 LOT LS 80,000.00 2012 Blanket PO For single website browsing, the ing out, and downloading of audiobooks, eBooks, music, a video for library patrons. Cam, Q. Oi1e.,s-Q.Z�L 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 go] Purchase Order Towns and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt fmm state and local taxes. Our Exemption Number is 11. NONWAI VER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 54-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict petfommnce of the terms and conditions hereof, failure or delay to Internal Revenue, Denver. Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). exercise any rights or rand ics provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance ofor payment for goods hereunder or approval ofthe design, shall not release the Seiler of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be doomed a aaiver of any right of the damage in transit, may be rctumed to you for credit and am not to be replaced except upon receipt of wrinen purchaser to insist upon xtrid performance hereofor any of its rights or remedies as to any such goods, regardless instructions form the City of Fort Collins.of when shipped, mmivcd or accepted. as to any prior or subsequent default hereunder, nor shall any purported am] modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the tam s Inspection. GOODS arc subject to the City of Fort 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 pan 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 bone 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 Tam. Shipments must be F.O.B.. City of Fan Collins, 700 Wood St., Fort Collins, CO 80522. unless 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 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 parts of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted From Invoice what Purchaser and the Sclleo and the Seller thereafter 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 work. Permits. Seller shall procure at sellers sale cast all nocasary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the 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. Sella further agrees to hold the City of Fort Collins harmless fmm and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, ides and rcquircomov,. Authorization. All parties to this contract agree that the representatives arc, in fact, bona fide and possess full and complete authority to bind slid panics. 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 at incorporated herein by reference. Any additional or different ices 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 ofihe 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 ofprmial late deliveries, shall opcmic as a waiver of this provision. In the event of any 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 m causes not reasonably foreseeable which am beyond its reasonable control and without its fault of negligence, such acts of Gad, aces ofcivil or military authorities, gm'crnmcntal priorities, fires, strikes, Bond, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time what 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 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 fm the purposes intended, and performed with the highest degree of cam and confidence in accordance with accepted standards 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 warranty. The Seller shall replace, repair or make good. without cost to the purchaser, any dcfats or faults arising within one (1) 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 goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defmiec work done or materials Punished 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 provided in this purchase order, the Sellers Iiabiliry hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wamntics or goo m uca s. but such liability shall in no event include loss ofprofts 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. CHANCES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terns, other than legal terns, including additions 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 ofperfomance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by wrincn change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between 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 ponicn 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 lamination shall relieve the Purchaser or the Sella 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. S. COMPLIANCE WITH LAW. The Seller warrants that all goods sold heeunder 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 may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all crisis and damages suffered by the Purchaser as a result of the Sellers failure m 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 prior written consent of the other parry. 10. TITLE. The Seiler warrants full, clear and unrestricted title m the Purchaser for all equipment materials, and items famished in performance of this agreement, free and clear of any and all liens. restrictions, reservations, security interest acumbmnecs and claims of others. The Seller shall release the Purchaser and its contractors 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 dimmers, officers and employees of such party. The Seller's eommactu:l obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is performed or caused to he performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by lamer, patent, trademark or copyright, the Seiler shall indanmify 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 for any cast, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or afict 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 slid equipment art 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 pans replace the same with substantially equal but aoninfringing equipment, or modify it .so it becomes noninfringing. 15. INSOLVENCY. If the Sell" shall berme insolvent or bankrupt make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers propary or business, this order may forthwith he canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions orients used or the intapretalion ofnhc agreement and the rights ofall parties hereunder shall be construed under and governed by the laws of the State of Colomdo, USA. The following Additional Conditions apply only in cases where the Seiler is to Perform work hereunder. including the services rf Scllcrs Rcparsatative(s), on the premises archers. 17. SELLERS RESPONSIBILITY. The Sellashall cam an said work at Seler's own risk until the same is fully completed and accepted, and shall, in case of any accir6t. 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 mntaials and equipment arc 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/or equipment were being famished by the Sella under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment dworkas compensation. including occupational disease benefits, 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 laws of the state in which the work is to be done. The Seller shall also tarty comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with buddy 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 eontordnrs, if any, in provide for such compensation and insurance. Before any of the Sellers or his cr aracrors employees shall do any work upon the premises nfothers, the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been pmvidcd. Such certificates shall specify the date when such contpensatinn and insurance have been provided. Such emificates shall specify the date when such compensation and insurance expires. The Seller agrees thin such compensation and insurance shall he maintained until and the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Sella hereby assumes the entire respnnsibility and liability for any and all damage, loss or injury Many kind or nature whatsavcr to parsons or property caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees from and against any and all claims, lasses, 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 Scllcr, any of his eonimctom or anv of the Sellers or contractors officers, agents or cmployms. 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 officers, agents or employees as afarcmid, the Seller hereby agrees to assume the defense thereof and to defend the more at the Scllcrs own expcmse, 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 property of the Purchaser. unsaid panics in or as a result of such suits or other proceedings, the 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 prevention of accidence comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all mlcs and regulations issued pursuant theran. Revised 032010