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HomeMy WebLinkAbout462625 PEAK LEADERSHIP; 491588 ZENGER FOLKMAN - PURCHASE ORDER - 9114891City of Fort Collins /,007�" PURCHASE ORDER PO Number Page 9114891 1of2 This number'must appear on all invoices, packing sli s and labels. Date: 08/22/2011 Vendor: 462625 Ship To: HUMAN RESOURCES PEAK LEADERSHIP CONSULTING LLC CITY OF FORT COLLINS 4548 SEAWAY CIR 215 NMASON, 2ND FLOOR — - -- - FORT COLLINS-Colorado"80525---'- --"-'- ""' FORT COLLINS Colorado 80524=4"v Delivery Date: 08/19/2011 Buyer:. DAVID CAREY Note: Line Description P Quantity Ordered UOM Unit Price Extended Price 1 LEAD 1.0 LeadershipDevelopment 1 LOT LS ' .17,800.00 Services 2011-2012 Scope of Services, Costs, Timeline, Terms and Conditions per Professional Services Agreement for City's RFP# 7219 for LEADERSHIP DEVELOPMENT, ASSESSMENT 8 TRAINING. 2 LEAD 4.0 LeadershipDevelopment 1 LOT LS 75,800.00 Services 2011-2012 Total $93,600.00 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 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 from state and local tuxes. Our Exemption Number is 11. NONWAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict perfommnce of the temu and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (RcE Colorado Revised Statutes 1973. Chapter 39-26, 114 (a). exercise any rights or remedies provided herein err by law;.failum to promptly notify the Seller in the event of a breach, the acceptance of or payment fm goods hereunder or approval ofthe design, shall not release the Seller of Goods Rejccmd. 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 deemed a waiver of any right of the damage in transit, may be rearmed to you fa cretin and are not m be replaced except upon receipt of written purchaser to insist upon stria performance hcrsofffanyofits rights or remedies as to any such goods, regardless instructions from the City of Fort 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 order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS arc subject to the City of Fen 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 Fen 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 of all applicable required inspection procedures. violations are in fad home by the Purchaser. Theretofore, fa 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 Terms. Shipments must be F.O.B., City of Fort Collins. 700 Wood St, Fen 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 older. 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. Wham manufacturers have distributing points in various parts of the conntry, shipment is If the Purchaser directs the Seller to cored 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 deduced 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 bythe most expeditious means available toit and the Seller shall pay all costs associated with such work. Permits. Seller shall pncum at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and roles of the sate, municipality, territory or polifical 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 homeless from and against all liability and loss incurred by than by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and requirements. Authorization. All parties to this contract agree that the representatives 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 teens end conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by relevance. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if yen meant make complete shipment to arrive on your premised delivery date as oozed. Time is ofthe estate. Delivery and performance must be effected within the time stated or the purchase older and the documents attached bacho.,No'acts of the Purchasers including, without limitation, acceptance ofparfial late deliveries, shall operate as a waives of this provision. In the evert of eery delay, the Purchsser shall have, in addition to other legal and equitable remedies, the option'ofplacing this order elsewhere and holding the Seller liable fro damages. Hower" the Seller shall not be liable fro damages 0 a result of delays doe at causes net reasonably foreseeable which are beyond its reasonable am") and without its fault of negligence, such acts of God, ads of civil or military authorities, governmental priorities, fires, strikes, flood, epidemics, wan or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days ofthe time when the Seller fast received knowledge thereof In the event of airy such delay, the date of delivery shall be extended fro the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller warrants that ail goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will be fit fro the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar name. 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 warranty. The Sella shall replace, manna make good, without cost to the purchaser, any defects or faulumlising within one (1) year or within such longer period of time as may be prescribed by law or by the teens of any applicable warranty provided by the Sella after the dote of acceptance of the goods furnished hermnder (acceptance not in be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods Wthe 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 ofthe foregoing warranties orguam acce, but such liability shall in no evert include loss ofpmfits or loss ofuse. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the teats, other than legal tans, including additions to or deletions from the quantities originally ordered in the specifications a drawings, by verbal or written change order. If any such change affects the amount due or the time of perfo'rrciance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at my time by written change order, terminate this agreement as to my or all portions of the goods then not shipped, subjea to any equitable adjustment between the parties as to any work or materials then in progress provided that the Purelamer shall not be liable for any claims for anticipated profits on the uncompleted portion ofthe goods and/or work, fro incidental a consequential damages, eM that no such adjustment be made in favor ofthe Seller with reaped to any goods which are 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 aaaaed within thirty (30) days from the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold barmaid shall have been produced sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods am subject The Seller shall execute and deliver such dom menn as may be required to effect or evidence compliance. All laws and 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 fled all cocas and damages suffered by the Purchaser m 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 consort of the other party. 10. TITLE. The Sella warrants full, clear end unrestricted title to the Purchaser for all equipm rm, materials, and items famished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest emmed,..ce and claims of others. The Sella shall release the purchaser, and its antractors 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 evert of fault of negligence of the parry released and shall extend to the directors, officers and employees of such party. The Sellers 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 my design, device, material or process covered by ]met, patent, trademark or copyright, the Seller shall indemnify and save ham lm the Purchaser from any and all claims for infringement by reason of the use of such polluted design, device, material or process in connection with the comma, and shall indemnify the Purchaser fro 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 mid -equipment, or any part thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or part is "joined, the Seller shall, at its own expense and at its option, either procure fro the Purchaser the right to continue usingmidequipment or pans, replace the same with substantially equal but noninfringing equipment or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall blame insolvent or 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. I _ 16. GOVERNING LAW_ I IT . The definitions of terms used or the interpretation of the agreement and the rights of all parties hereunder shall be construed under end groaned by the laws of the State of Colorado, USA'.- ' The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's 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 Sellers final completion and acceptance, complete the wart, at Scllees own expense and to thi'anisfaction of the Purchaser. When materials and equipment am 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 furnished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide fro the payment of workers compensation, including occupational disease berefits,.to its employees employed on or in correction 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 time. The Seller shall also tarty comprehensive gmeml liability including. bur not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at least $300,000 for any one person, $500,000 for arty one accident and property damage limit per accident of $400,000. 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 premises of others, the Seller shall famish the Purchaser with a cmificate that such compensation and insurance have been provided Such certificates shall specify the date what such compensation and insuance have been provided. Such certificates shall specify the time when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after the eraire 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 of any kind or nature whatsoever to persons or property caused by or resulting from the execution ofthe work provided for in this purchase order m in connection herewith. The Seller will indemnify and hold barealess the Purchaser and any or ail of the Pumhasers officers, agents and employees from and against any and all claims, losses, damages, charges or expenses, whether dimet or indirect, and whether to persons or property to which the Purchaser may be put or subject by reason of any an, action, neglect, omission or default on the pan of the Seller, any of his contractors, or any of the Sellers or contractors oRcas, agents. or employees. In case any suit or other proceedings shall be brought against the Purchaser, a its officers, agents a employees at any time on sea= 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 aforesaid the Seller hereby agrees to assume the defase thereof and to defend the same at the Sellers own expense, to pay my and all costs, charges, attorneys fees and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser a any of its or their officers, agents or employees in such suits a other proceedings, and in case judgment or other lies be placed upon or obtained against the property ofthe Purchaser, or said parties 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 contractor shall take all safety precautions, furnish and install all guards necessary fa 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 ales and regulations issued pursuant thereto Revised 03/2010 r r a.