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HomeMy WebLinkAbout127168 BARNES & NOBLE - PURCHASE ORDER - 3212115I City of Frt Collins PURCHASE ORDER PO Number Page 3212115 1 of 2 This number must appear on all invoices, packing slips and labels. Date: 01/18/2012 Vendor: 127168 Ship To: PUBLIC LIBRARY (MAIN) BARNES & NOBLE 201 PETERSON ST 4045 S COLLEGE AVE FORT COLLINS Colorado 80524-2 FORT COLLINS Colorado 80525-3039 Delivery Date: 01/18/2012 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 ANNUAL ORDER / 1 LOT LS 40,000.00 2012 Estimated Purchases 9m-� Q. OAA;-9k LF- City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill ll, 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 $40,000.00 0 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Teens and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Call ins is exempt from state and local mitt. Our Exemption Number is 11. NONWAIVER, 98-0H502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector 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 (a). exercise any right or remedies provided herein or by law, failure to promptly notify the Seller in the went of a breach, the acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to and specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be resumed to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon mitt perfarmancc hacnfor any of its rights or remedies as to any such goads. regardless instructions from the City effort Collins. 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 oula by the Purchaser operate as a waiver of any of the temp 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 part of the City of Fort Collins However. it is to he 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 home by the Purchase[ Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser tiny and all claims it may now have or hereafter Freight Terms. Shipments mesa be F.O.B., City of Fort Collins, 700 Wad St., Fort Collins CO 90522, unless acquired under federal or state antitrust laws far such overcharges relating to the particular good or services otherwise specified on this order. If permission is given to prepay freight and charge sepamtcly, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill must acemnpany invoice. Additional charges for packing will not be accepted. Shipment Distance Where manufacturer have distributing points in various parts of the country, shipment is expected Imam the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments arc made Imam greater distance. Permits Seller shall procure at sellers sole cast all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and talcs 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 further agrees to hold the City of Fort Collins hamdess from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, talcs and requirements. Authofl=ion. All parties to this contract agree that the minamentatives are. in fad, 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 l acto or incorporated herein by reference. Anv additional or different tans and conditions proposed by se11a 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 offl a essence. Delivery and performance must be effected within the time timed on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpanial late deliveries, shall apcnic as a waiver of this prevision, 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 Seiler shall not be liable for damngm is a result off s due to causes not reasonably foreseeable which arc beyond its reasonable control and without it fault ofncgligence. such acts of God, acts ofcivil or military authorities. governmental priorities, fires, strikes, nand, epidcmia, wars or riots provided that notice of the conditions mining such delay is given to the Purchaser within five (5) days ofthe 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 rcason ofthe delay. 3. WARRANTY. The Seller warrants that all good, articles, materials and work covered by this order will conform with applicable drawings specifications, samples matter other daeriptions 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 loss, damage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of wamnty. 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 be prescribed by law or by the terms ofany applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting front imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this wamnty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any ofthe foregoing wammics or guarantees, but such liability shall in no went include lass of profits or In. c f usc. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4, CHANGES IN LEGAL TERMS. The Pumhasa may make changes to kcal tenor by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions in nr 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 ofperfomancc 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 portions of the goals then not shipped, subject to any equitable adjustment between the panics as to any work or materials then in progress provided that the Purchaser shall not he 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 adjustment be made in favor of the Seiler 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 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 Seiler wamnts that all good sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods arc subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws awl 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. 9. ASSIGNMENT. Neither Party shall assign, transfer, or convey this order. or any monics due or to become due hereunder without the prior written consent ofthe other party. 10. TITLE. The Shccn moats full, clear and unrestricted title to the Purchaser for all cquipmcnt, materials and items famished in perfomtanee of this agreement free and clear of any and all liens. restrictions, reservations, security interest encumbrances and claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Ifthe Purchaserdirects 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 work to be performed 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 it 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 parry released and shall extend to the directors, otfrce, nad employees of such party. The Seller's contractual obligations, including warranty, 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. Whenever the Seller is required to use any design, device, material or process covered by letter. patens, trademark or copyright, the Seiler shall indemnify and save harmless the Purchaser from any and all claims for infringement by mason of the use of such patented design, device. material or process in connection with the contract, and shall indemnify the Pumhascr for any cost, expense or damage which it may be obliged to pay by reason o'such infringement m any time during the prosecution or after the completion ofthe work. In case said equipment, of any pan fl eroof or the intended use of the goods, is in such suit held to constitute infringement and the use of said cquipmcnt or part is enjoined, the Seller shall, at its own expense and at its option. either procure far the Purchaser the right to continue using said equipment or pans. replace the same with substantially equal but noninfringing equipment, or modify it .so it becomes noninfringing. 15. INSOLVENCY, If the Seller shall become insolvent or bankrupt, make on assignment for the benefit of creditors. appoint a receiver or tmstcc for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions oftcros used or the interpretation ofthe agreement and the rights ofall panics lmaxamdcr shall be construed under and governed by the Imes of the State ofColomda, USA. The following Additional Conditions apply only in cases where the Seller is to perfomu work hereunder. including the services of Scllcrs Represcntativc(s), on the premises efothers. . 17. SELLERS RESPONSIBILITY. The Seller shall tarty on said work at Seller's own risk until the same is fully completed and accepted, and shall, in ease of any accident. destruction or injury to the work and/or materials before Seler's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction ofthe Purchaser. When materials and equipment arc burnished by others for installation Or erection by the Seller, the Scllcr 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 Seiler under the order. I S. INSURANCE. The Seiler shall. at his own expense, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchnse 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 antmembile public liability insurance with bodily injury and death limit of at least S300.000 fm any one person, S500,000 for any one accident and property damage limit per accident of S460.000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the prcnows fethers. the Seller shall famish 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 compenstian and ituurmwe expires. The Sellet 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 ofany kind or nature whatsavcr to persons or property caused by or resulting from the execution ofthe work pmvided 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 cmployces 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 subjecl by rcason of any act. action, neglect, omission or default on the pan of the Scllcr, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other pmccedings shall he brought against the Purchases. 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 oRcess, 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 tests, charges, attorneys fees and other expenses, any and all judgments that may be incuned by or obtained against the Purchaser or any of its or their officers, agents or employees in such suit or other proceedings, and in ease judgment or other lien be placed upon or obtained against the property ofthe Purchaser, or said 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 athcnrise. The Seller and his contractors shall take all safety precautions, furnish and install all guards necessary for the prevention of accidents. comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all sales and regulations issued pursuant thereto. Revised 03/2010