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HomeMy WebLinkAbout190886 PROQUEST LLC - PURCHASE ORDER - 3212128City of art Collins PURCHASE ORDER Date: 01/20/2012 Vendor: 190886 PROQUESTLLC PO BOX 1346 ANN ARBOR Michigan 48106-1346 PO Number Page 3212128 1of2 This number must appear on all invoices, packing slips and labels. Ship To: PUBLIC LIBRARY (MAIN)' 201 PETERSON ST FORT COLLINS Colorado 80524-2 Delivery Date: 01/19/2012 Buyer: DAVID CAREY Note: THIS PURCHASE ORDER IS FOR THE PROCUREMENT OF GOODS AND/OR SERVICES, AS NEEDED, DURING THE CURRENT CALENDAI YEAR. DOLLAR AMOUNTS SPECIFIED ARE ESTIMATES ANDAOT A PROMISE TO PURCHASE ANY MINIMUM AMOUNT OF SUCH GOODS AND/OR SERVICES. / Line Description / Quantity UOM Unit Price Extended Ordered Price 2012 ANNUAL ORDER / 1 LOT LS 40,000.00 INFORMATION PRODUCTS &SERVICES PO COVERS THE ESTIMATED COST OF GOODS/SERVICES AS ORDERED/INVOICED. ""' For electronic and microform information products and services. 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 Terms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions, By sumac the City of Fort Collins is exempt fmm state and local taxer. Our Excerption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-60MSR7 is registered with the Collector of Internal Revenue. Denver. Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39.26. 114 (a). Goods Rcjmted. GOODS REJECTED due to failure to meet spccificatioaa. either when shipped or due to defects of damage in transit, may be retuned to you for credit and arc not to be replaced except upon receipt of written instructions front the City of Fan Collins. Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terms and conditions hcreot failure or delav to exercise any rights or remedies pmvidcd 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 of the design, shall not release the Seller Of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the Purchaser to insist upon strict performance hereof or any of its rights or remedies as 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 remission of this purchase order by the Purchaser operate as a waiver of any of the terms hereof. Final Acceptance. Reccipt of the merchandise, services or equipment in msponsc 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 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 are in fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seiler hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Tennis. Shipment must be F.O.B., City of Fort Collins, 700 Wood St., Fort Collins, CO 90522, unless acquired under federal or state antitrust Imes for such overcharges rclzling to the pnrtimdnr 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 purl rot 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 manufi harem have distributing points in various parts of the country, shipment is If the Purchaser directs the Seiler to correct nonconforming or defective goods by a date to be agreed upon by the expeeted fount the nearest distribution point to destination, and excess freight will be deducted fmm Invoice when Purchaser and the Scllcr. and the Seller thercancr indicates its inability or unwillingness to comply, the Purchaser shipments are made fmm 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 posture at sellers sale cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rates of the .state. municipality, territory or political subdivision where the work is pctformed, or requited by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fort Collins hamlcss from and against all liability and loss incurred by them by rcasnn of an assented or established violation of any such laws, regulations, ordinances. macs and requirements. Authorization. All parties to this contact agree that the representatives ate, 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 tans and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or dillcrent terms and conditions pmpomd by seller arc objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediady ifyou cannot make complete shipment to anne on your premised delivery date as noted. Time is ofhhe essence. Delivery and performance must be effected within the time stated on the purchase order and the documents anached hereto. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall opcmte 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 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 are beyond its reasonable control and without its fault of negligence. such acts of God. acts ofeivil or military authorities, governmental priorities, rims, strikes, Bond, epidemics, wars or riots pmvidcd that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Seller first received knmrledge 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 gads, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, rill be fit for the purposes intended, and performed with the highest degree of cam and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless fmm any loss, damage or expense which the Purchaser may suffer or incur on account of the Scllcrs breach of waronty. The Seller shall replace, repair or make good. withmn cost to the purchaser, any defects Or faults arising within one (I) year or within such longer period of time as may be prescribed by law our by the hems of any applicable warranty pmvidcd by the Seiler after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials furnished by the Seiler. 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 liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing sramnties or guarantees, but such liability shall in no event include loss of pmfns or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Pumhascr may make changes to legal terms by wrincn change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal toms, including additions to or deletions from the qumtities Originally Ordered in the specifications or drawings, by verbal nr written change order, If any such change affects the amount due or the time ofperformance hereunder. an cgniable 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 goods 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 be liable for any claims for anticipated profit on the uncompleted portion of the gourds and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Scllcr with respect to any goods which are the Sellers standard stock. No such mmuination shall relieve the Purchaser m the Seller of any Of their obligations as to any goods delivered he dander. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days Form the date the change or termination is mdcmd. R. COMPLIANCE WITH LAW. The Seller vramnt that all goods sald 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 Seiler 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 form 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, tmnsfcr. or convey this order, or any monies due or to become due hereunder without the prior wrincn consent of the other party. 10. TITLE. The Seller wamnts 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, resen'ations, security interest encumbrance end claims of others. The Seller shall release the Purchaser and its contractors of any net fmm all liability and claims of any nature resulting fmm the performance of such work. This release shall apply even is the event of fault of negligence of the party released and shall extend to the directors. oRcers aid employees Match pan. The Seller's contractual obligations, including wam ny. shall not be deemed to he reduced, in any nay, because such work is performed or caused In he perfumed by the Purchaser. 14. PATENTS. Whenever the Seiler is required to use any design, device. material or process covered by Icner, patent. un dcriark or copyright, the Seller shall indemnify and save harmless the Purchaser firm 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 cost expense or damage which it nmv be Obliged to pay by reason of such infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any part thereof or the intended use Of the fonds, is in such suit held to constitute infringement and the use of said equipment or part is enjoined, the Seller shall, at its two expense and at its option, either procure ]or the Pumhamr the right to continue using said equipment or parts, replace the same with subsmolially equal but noninfringing equipment, or modify it .m it hecomes noninfringing. 15. INSOLVENCY. If the Seller shall become insavent or bankrupt, make m assignment for the benefit Of creditorsappoint n receiver or trustee for any of the Scllcrs property or business, this order may forthwith be canceled by the Purchaser withmn liability. 16. GOVERNING LAW. The definitions oftems used or the interpretation fifths, agreement and the rights ofall panics hen ural shall be construed under and governed by the lases ofthc State of Colmado. USA. The following Additional Conditions apply only in cases where the Seiler is to perform work hereunder. including the services of Sellers Repicrenalive(s), on the premises ofathem. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers 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 Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purahamr. When materials and equipment arc furnished by odors for installation or erection by the Seiler. the Seller shall receive unload. store and handle same ash the site andibecomc responsible therefor as though such materials and/or equipment were being furnished by The Seller under the order. 19, INSURANCE. The Seller shall, at his men expense, provide for the payment of workers compensation, including occupational disease benefits, to its entplayees employed an 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 he done. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and nutomnbile public liability insurance with bOd ly injury and death limits of at least $300.000 for any one person. S500,0110 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 insarana. Before any of the Sellers or his contractors employees shall do any work upon the premises ofoshers. 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 pmvidcd. Such certificates shall specify the date when such compensation and insurance expires. The Seiler 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 cairc responsibility end liability for any and all damage. lose or injury ofany kind or nature whatsoever to persons or prnpeny, caused by or resulting fmm the execution Of the work provided for in this purchase order or in connect inn hercm ith. The Scllcr will indcmni fy and hold harmless the Purchaser and any or all of the Purchasers oRmco. agents and employees fmm and against any and all claims, losses, damages. charges or expenses, whether direct or indirect, and whether to persons or pmpcny to which the Purchaser may he put or subject by reason Of any act. action, neglect, omission or default On the pan Of the Seller. any of his contractors. Or any of the Scllcrs or contractors officers, agents or employees. In case any suit or other pmecedings shall be bought 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 enntmetors or tiny of its or their officers, agents Or employees as aforesaid, the Seller hereby agrees to aaatme the defense thereof and to defend the some at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses, any and all judgmcnls That may, be insured by or obtained against the Purchaser or any of it Or their officers, agents or employees in such sails or other proceedings, and in ease judgment or Other lien be placed upon or obtained against the property of the Purchaser, or said panics in or as a result of such suits or other pmecedings. the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his ccntmctorrs shall take all sultry precautions, furnish and install all guards necessary for the prevention of accidents. comply with ,It Imrs and regulations with regard to safety including. but without limitation, the Occupational Safcty and Ilcalth Act Of 1970 and all rates and regulations issued pursuant themin. Revised 03/2010