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HomeMy WebLinkAbout103211 RECORDED BOOKS LLC - PURCHASE ORDER - 9120280City of /01',F6rt Collins PURCHASE ORDER Date: 01118/2012 Vendor: 103211 RECORDED BOOKS LLC PO BOX 64900 BALTIMORE Maryland 21264-4900 PO Number Page 9120280 1o12 This number must appear on all invoices, packing slios and labels. _ Ship To: PROCESSING CENTER FORT COLLINS PUBLIC LIBRARY 256 W. MOUNTAIN AVENUE FORT COLLINS Colorado 80521-2 Delivery Date: 01/17/2012 Buyer: DAVID CAREY Note: THIS PURCHASE ORDER IS FOR THE PROCUREMENT OF GOODS AND/OR SERVICES, AS NEEDED, DURING THE CURRENT CALENDAR YEAR. DOLLAR AMOUNTS SPECIFIED ARE,ESTIMATES AND NOT A PROMISE TO PURCHASE ANY MINIMUM AMOUNT OF SUCH GOODS AND/OR SERVICES. / Line Description / Quantity UOM Unit Price Extended Ordered Price RECORDED BOOKS / 1 LOT LS 80,000.00 2012 BLANKET PO FOR ESTIMATED 2012,PURCHASES. U 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 $80,000.00 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 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt tram state and local taxes. Our Exemption Number is 95-04502. Federal Excise Tax Exemption Caution, of Registry 84-6000597 is registered with the Collector of Internal Revenue. Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26, 114 (a), Goods Rejected. GOODS REJECTED due to failure to men specifications, either when shipped or due to defects of damage in transit may be returned to you for credit and am not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. 11. NONWAIVER. Praline 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 a breach, the acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Scllerof any of the wnnantics or obligations of this Purchase order and shall not be deemed it waiver ofany right of the parchawr to insist upon strict performance hereofor any of its rights or rcmedics ns 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 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 part of the City of Fort Collins. Himeea. 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 proccdurcs. violations arc 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 Terns. Shipments must be F.O.K. City of Fort Collins, 700 Wood St, Fort Collins CO 90522. unless acquired under federal or state antitnst 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. PURCI IASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective grad 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 when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made from greater distance. may cause the work to be performed by the most expeditious means available to it and the Scllcr shall pay all costs associmcd with such work. Permits, Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances aid 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. Seller funher agrees to hold the City of Fort Collins harmless from and against all liability and Ins; incurred by them by reason of an aerated or established violation of any such laws, regulations, ordinances, rules and requirement,. Authorization. All panics to this contract agree that the representatives arc, in fact bona fide and possess full and complete authority to bind said 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 or incorporated herein by reference. Any additional or different terms and conditions proposed by seller arc 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 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 ofpanial late deliveries, shall cicerone as a waiver ofthis provision. In the event ofany delay. the Purchaser shall have, in addition to other legal and equitable rcmedics, the option ofplaeing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a moth of delays due to causes not reasonably foreseeable which arc beyond its reasonable control and without its fault ofnegligence, such acts ofGod, acts ofcivil or military authorities. governmental prioritics, fires, strikes. Bad, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Puorhreser within five (5) days of the time when the Seller first received knowledge thereof. In the event ofany such delay, the date of delivery shall he 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 for the purposes intended, and performed with the highest degrxe 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 loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of wantonly. The Seller shall replace, repair err 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 be prescribed by law or by the terms ofany applicable warranty provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting farm imperfect or defective work done or materials furnished by the Seller. Acceptance or use of good by the Purchaser 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 caused by the breach of any of the foregoing warranties or guarrntocs, 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. CHANCES IN LEGAL TERMS. The Purchaser may make changes to legal tents by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions !rain the quantities originally ordered in the speei fications or drawings, by verbal or written change under. If any such change affects the amount due or the time of performance hereunder. an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order. terminate this agreement as to any or all pinions of the goad then not shipped, subject to any equitable adjustment between the parties as to any work err materials then in Progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such ndjustman be made in favor of the Sella with respect to any goad which arc the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller ofany of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days front the date the change or teminntion is Ordered. R. COMPLIANCE WITH LAW. The Seller warrants that all good 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 may be 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 Purchaser harmless from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, transfer. 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 Scllcr,,,rants full, clear and amostricted title to the Purchaser far all equipment, mmeriats, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions reservations, security interest encumbrances and claims ofothers. The Seller shall release the Purchasor and its contractors of any tier from all liability and claims of any nature resulting form the pafar mncc ofsach work. This release shall apply even in the event of fault of negligence of the patty released and shall extend to the directors. officers and employees of such party. The Seller's contractual obligations, including warranty, shall ant he deemed to be reduced, in any away, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whencvcr the Seller is required to use any design, device, material or porcess covered by letter, patent, trademark or copyright the Scllcr shall indemnify and save hardeac the Purchaser form any and all claims for infringement by rcx on of the use of such patented design, device, material or preecss in connection with the contract, 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 prosecmion or after the completion of the work. In case said equipment, or any part thereof or the intended use of the good. 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 substantially equal but mounfringing equipment, or modify it so it becomes anninfringing. 15. INSOLVENCY. If the Seller shall became, iamhent err 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 oftc. used .,the nuctpretation ofim agreement and the rights ofall parties hereunder shall be construed under and govcred by the laws of the State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform dirk hereunder. including the services Of Scllcrs Reprcscmadve(s), on the Pmmiscs ofothers. 17. SELLERS RESPONSIBILITY. The Scllcr shall carry unsaid work at Sellers own risk until the same is fully completed and accepted, and shall, in ease of anv accident destruction or injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Seller's own expert c and to the satisfaction of the Purchaser. When materials and equipment arc furnished by others for installation or erection by the Seller, the Seller shall receive, unload. Blom and handle same net the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. IS. INSURANCE. The Seller shall, at his awn expense, provide for the payment of workers compensation. including occupational disease hcncfits, to its employees employed on or in connection with the work covered by this purchase order, and/or In 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 bMily injury and death limits of at least 5300,000 for any one person, S506,000 for any one accident and property damage limit per accident of 5400.000. The Seller shall likewise require his contractors, if any, to provide for such composition and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises ofmhers, the Seller shall famish the Purchaser with a catificatc 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 dam when such compensation and insurance expires. The Scllcr 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 rcsponsihility and liability for any and all damage, loss or injury of any kind or nave, whatsoever to persons or prepeny 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 harmless the Purchaser and any or all of the Purchasers o0icers, 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 put or subject by reason of any net. action. neglect, omission or default on the pan of the Seller. any of his contractors, or any of the Scllcr or contioctms officers, agents or employees In case 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 net, action, neglect, omission or default of the Seller of any of his contractors or any of its or their r iccrs, agents at employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same nt the Sellers awn 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 pot of the Purchaser, or said panics in or as a result nfsuch snits or other porccedings. the Scllcr will at once cause the same to he dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall like all safety prccaulimm, furnish and install all gnnrds necessary for the prevention of accidents, comply with all laws end regulations with regard to safcry including, but without limitation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 03/2010