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HomeMy WebLinkAbout282796 MINDLEADERS.COM INC - PURCHASE ORDER - 4408049ft�� City of Fort Collins Page Number: 1 City of Fort Collins Date: 12/07/04 Purchase Order Number: 4408049 Delivery Date: 12/07/04 Buyer: Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: LICENSE FEE START 12/30/04, END 12/29/05. COURSEWARE LICENSING FEE: $9,510.00; INSTANT MENTORING FEE: $450.00; TOTAL $9,960.00 Line Qty/Units Description Extended Price 1 1 LOT 3,060.00 MINDLEADERS LICENSE FEE 2005 2 1 LOT 570.00 MINDLEADERS LICENSE FEE 2005 3 1 LOT 2,850.00 MINDLEADERS LICENSE FEE 2005 4 1 LOT 1,140.00 MINDLEADERS LICENSE FEE 2005 5 1 LOT 570.00 MINDLEADERS LICENSE FEE 2005 6 1 LOT 1,140.00 MINDLEADERS LICENSE FEE 2005 7 1 LOT 630.00 MINDLEADERS LICENSE FEE 2005 Total $9,960.00 City of Fort CqW1nY Director of Purchasing and Risk Management City of Fort Collins This order is rtQhaild over $2000 unless signed by James B. O'Neill II, CPPO, FNIGP Accounting Department City of Fort Collins Purchasing, PO Box 580, Fort Collins, CO 80522-0580 PO Box 580 Phone: 970-221-6775 Fax: 970-221-6707 Email: info@ci.fort-collins.co.us Fort Collins, CO 80522-0580 Purchac nrdeP Terms d r A ionc I. COMMERCIALDETAILS. Invoice Address. To ensure prompt payment mail invoices in duplicate to: City of Fort Collins Accounting Division P.O. Box 580 Fan Collins, CO 89522 Tax exemptions. By statute [he is 98-04502City of Fort Collins's exempt from state and local taxes. Our Exemption Number . Federal Excise Tax Exemption Certificate of Registry 94-o00p587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref Colorado Revised Statutes 1973, Chapter 39-2u, 114 (a), Goods Rejected. GOODS REJECTED due to failure to meet specifications, when shipped or due to defects either of damage in transit, may be resumed to you for credit and are not [o be instructions from the City of Fort Collinsreplaced except upon receipt of written Inspection. GOODS arc subject lathe City of Fort Collins inspection on arrival: Final Acceptance Receipt ofthe memhandise, payment on the services M equipment in response to this order ran result in authorized Pan of the City of Fort Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight a rms,sped Shipments must H EO. -' City of Foci Collins, 700 Wood St., Fort Collins, CO g0522, unless Otherwise specified m this order. Ifpermissim is given to prepay freight and charge separately, the original freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is expected from the nearest distribution point m destination, and excess freight will be deducted from Invoice when shipments are made from greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and roles of the state, municipality, territory or political subdivision Where the work is performed, required by any other duly constituted public authority havingionsdiction over the work incurred vendor Seller furtherr agrees them by mason of an asserted or herd the City of Fort Collins harmless from and against all liability and loss and requirements. established violation of any such laws, regulations, ordinances, rules Authorization. All parties to this contract agree that the representatives are, in fact, bona tide and possess Cull a complete authority to hind said parties,nd 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 her by reference Any additional IS diff"im terms 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 of the essence. Delivery and performance must be effected within the hone stated on the purchase order and the documents attached hereto. N'o acts once Purchasers including, without the Purchan. acceptance of partial late deliveries, shall operate as a waiver of this provision. In the even[ of any delay, the Purchaser shalt have, in addition to Miter legal and equitable remedies, the option of placing this order elsewhere and holding rite Seller viable for damages. However, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable cunt ol and without its fault of negligence, such acts of God, acts of civil m military authonties, govemmental priorities, fires, strikes, flood, epidemics, was Or riots provided that nmim of the conditions causing such delay is given to the Prucbasa 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 fa 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 Orderwill conform with applicable drawings, specifications, samples and/or other descriptions given, will be fit far the purposes intended, and performed with the highest degme of raze and competence in accordance with accepted standards se work de , similar perfonaturrmed The curio agrees t hold the purchaser harmless from ,.my loss damage or expense which the Purchaser may suffer the Occur on account of the Sellers breach of wmrmty The Seiler shall replace, repair or make good, without cost to the purchaser, any defects a faults arising within one (1) year Or within such longer period of time as may be prescribed by law ar by the terms of any applicable warranty provided by the Seller after the daze of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials furnished 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 liability hereunder shall extend to all damages proximately caused by the breach of my of the foregoing wanundes or guarantees, 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, CHANGES IN LEGAL TERMS. The Purchaser may make changes W legal tears by written change order. 5 CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the tears, other than legal terms, 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 a the time of perfamarree hereunder, a equitable adjustment shall bemade. 6. TERMINATIONS. The Purchaser may at any time by written change Order, lammate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the parties as to Progress provided that the Purchase, Shall nor be liable any work a materials then in for any claims for anticipated profits on the uncompleted Portion of the goods md/a wok, for incidental a consequential damages, and that no such adjustment be made in favor of the Sella with respect to any goods which we the Sellers standard stock No such terninatou shall relieve the Purchases or the Sella of any of their obligations en to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim fen adjustment must be asserted within chitty (30) days from the date the change or termination is ordeed 8. COMPLIANCE WITH LAW. The Seller wainmu that all goods sold hereunder shall have been produced sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods are subject, The Sella 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 am hereby incorporated herein by this reference The Seller agrees On indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchases as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer prior written consent of the other , or convey this order, or any monies due or to become due hereunder without the party. 10 TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser far all equipment, materials, and items famished in Performance of this agreement, free and dam' of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. I I. 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 Sella in the event of a breach, the acceptance of or payment fa goods hereunder' approval of the design, shall not release the Sella of any of the warranties or obligations of this purchase or and shall am be deemed a waiver of any right of the purchaser to insist upon strict performance hereof or any ofus rights a remedies as to any such goody, regardless OF when shipped, received or accepted, M to any prior a 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. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller Said the Purchases recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact bane by the Purchaser Theretofore, forgood cause and as consideration for executing this purchase order the Seller hereby assigns to the Purchaser any and all claims it may now have m hereaftes acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services urchawd Purchaser plasuant to this purchase order. P ar acquired by the 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS, Ifthe Purchaser directs the Seller to comer nonconforming or defective goods t Purchaser and the Seller, and the Seller thereafter iby a date to be agreed upon by he rebates its inability or unwillingness to comply, the Purchaser may cattle the work to be performed by the mast expeditious associated with such work. means available to it, and the Seller shall pay all costs The Seller shall release the Purchases and its contractors of any tier from all liability and claims of any nature resulting from the performance ofsuch work. This release shall apply area in the event of fault of negligence of the party released Said shall extend to the directors, officers and employees of such parry. The Seller's contractual obligations, including wamanry, shall not be deemed to be r work is performed or caused to be performed by the Purchasereduced, in any way, because such. 14 PATENTS. Wheneva the Seller is required to use any design, device, material or prmess covered by letter patent, trademark or copyright, the Seller shall indemnify and save harmless by reason of the use of such pigtailed design, device, mazethe Purchases from any and ail claims fa infiingemmi nal or process in connection with the contract, and shall indemnify the Purchaser far any cost, expense or damage which it may 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 Pan thereof or the intended use of the goods, is in suc equipment or pan is enjoined, the Seller shall, at ih suit held to constitute infringement and the use of said the right continue ts own expense and at its option, either Fontaine fa the Purchaser equipment, t, using said equipment or parts, replace the same with substantially equal but non-inbinging or modify it so it becomes non-infiinging. 15. INSOLVENCY. [fine Seller shall become insolvent or bankrupt make make or trustee for any of the SSri assignment for the benefit of creditors, appoint a receiver liabilityellers Properly or business, this Order may forthwith be canceled by the Purchaser without 16, GOVERNING LAW. The definitions of terms used or the interpretation of the agreement and the rights of all parties hereunder shall be construed under and governed by the laws of the Stale of Colorado, USA. The following Additional Conditions apply Only in cases where the Seller is to perform work hereunder, including the services of Sellers Repres mative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall any m said work at Sellers own risk and] the Martin fully completed and accepted, and shall, in case of my accident destruction or injury to the work and/or materials before Seller's final completion and accepmnce, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and ve unload gore and equipment are famished by others for installation or- erection by the Seiler, the Seller shall recei handle same at the site and become responsible therefor as though such materials or equipment were being furnished by the Seller under the olderand/ 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including Occupational yed On 0 in on with the work rchase order a Or in then' dependents n accordance we benefit, to its empb,ya,g ith the laws ofthe state in which the ore se to be done. ed by this The Sella hall also carry comprehensive general liability including, but not limited to, contraUual and automobile public liability insurance with bodily injury and death limits of m leas $300,000 for any me person, $500,000 for any me accident and properly damage limit per accident of S400,000. The Seller shall likewise require his contractors, if any, to provide for such compensation and f others, in walk upon the premises surance. Before any of the Sellers or his contractors employees shall do any othe Seller shall famish the Purchaser with a certificate thin such compensation and insurance have been provided. Such certificates shall specify the date when such compens been provided. Such certificatesation and insurance have agrees that such compensation and insurance sshall specify the date when such compensation and insurance expires. The Sella hall be maintained until after the entire work is completed mpleied and 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES, The Sella hereby assumes the entire responsibility and liability for any and all damage, loss or injury of any kind or nature whatsoever to persons or property caused by a resulting from the execution of the work provided for in this purchase ceder or in connection herewith. The Seller will indemnify and hold hatrnleas the Purchaser and any or all of the Purchasers ofticas, agents and employees from and against any and all claims, losses, damages, charges or expenses, whether direct Or indirect, and whether to persons orproperty Subject realm of any act union, neglect, omission or default m the of titer Sellto which a, any of his contr mayractors, or any airline Sellers or connectors officers, agents or employees. ]n case any suitor other proceedings shall be bons, against the Purchaser, or itrought s officers, agents or employees at any time on account or by reason of any act, action, neglect omission or ella ldefault of the Seller ofany ofhis as aforesaid, the Secroutracmrs Orany fits or their officers, agents M employees achy 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 mcyred SY or obtained against We Purchaser or any of its or their officers, agents or employees in smh suits or other proceedings, and in case judgment or other lien be placed upon or obained against the property ethe Purchaser, or said parties in a as a result g such suits or other Proceedings, the Seller will at at cause the same to be dissolved and discharged by giving bend or otherwise. The Seger mad his contractors shall take all safety prepulions, famish and install all guards necessary Cor Ise prevention of accidents, comply wish all laws and regulations with regard to safety including, but without limitation, [he Occupational Safety turd Health Act of 1 ad and all rules and regulations issued pursuant thertto. Revised 11/9