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HomeMy WebLinkAbout339817 CHRISTIE WARD & ASSOCIATES INC - PURCHASE ORDER - 9120204PURCHASE ORDER PO Number Page City Of120204 1 of z ' `t Collins his number must appear 1 1 on all invoices, packing slips and labels. Date: 01/11/2012 Vendor: 339817 Ship To: ELECTRIC UTILITIES CHRISTIE WARD & ASSOCIATES INC CITY OF FORT COLLINS DBA THE IMPACT INSTITUTE 700 WOOD ST 958 E 132ND AVE FORT COLLINS Colorado 80521 THORNTON Colorado 80241 Delivery Date: 01/11/2012 Buyer: OPAL DICK Note: Line Description Quantity Ordered UOM Unit Price Extended Price Presentations Effectiveness 1 LOT LS 20,000.00 Group Training and Indvidual Coaching for Senior Managers (Totaling 8) Proposal Dated December 31, 2011 Proposal Number 1.1 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 $20,000.00 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. Tea cscmptions. By statute the City of Fort Collins is exempt fmm state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6100587 is registered with the Collector Of Failure of the Purchaser to insist upon strict performance of the tarns and conditions hereof, failure or dclav to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). exercise tiny rights or remedies pmvidcd herein or by law. failure to promptly notify the Seller in the event Of a breach, the acceptance ofor payment for goods hereunder or zppmval ofthe design, shall not release the Seiler of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the warmmics or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be roamed to you for credit and arc not to he replaced except upon receipt of wrinen purchaser to insist upon strict perfraance hcreofor any ofits rights or remedies as to any such goods, regardless instruction, from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder. nut shall any porponed aml modification or rescission of this purchase order by the Purchaser operate as a waiver of any Of the terms Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. hoof. 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 Fort Collins However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges rewriting 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 Seller herby assigns to the Pumhamr any and all claims it may now have or hereafter Freight Tcrms. Shipments must be F.O.B., City of Fort Collins, 700 Wood St., Fort Collins. CO 80522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or sciviecs otherwise specified on this ordv. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Porchascr pursuant to this purchase orden bill must accompany invoice Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is Ifthe Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected from the neme9 distribution point to destination, and excess freight will be deducted from Invoice when Porchascr and the Seller. and the Seiler thcma0cr 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. Pcrmit. Seller shall procure at milers sole cost all necessary permit, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, lcmtory or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendee Seller further agrees to hold the City of Fort Collins harmless form and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and rcgnimmente. Aulhonmtion. All panics to this contract agree that the representatives arc, in fact, bona fide and possess full and complete authority to bind said parties. 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 mfimcoec. 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 anivc on your premised delivery date as noted. Time is ofthe 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 of partial late deliveries shall operate as a waiver ofthis provision. In the event ofany delay. the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing this order elsewhere and holding the Seiler liable for damages. However, the Scllcr shall not he liable for damages as a result of deinys due to sou es not reasonably foreseeable which art beyond its reasonable control and without its fault of negligence, such acts of God, acts ofcivil or military authonties. governmental priorities, fires, strikes, food, epidemics, wars or riots provided 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 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 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 he fit for the purposes intended, and perfnmed 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 of the Sellea breach of wamnty. The Seller shall replace. repair or make good, without cast to the purchaser, any defects or G+ults arising within one (1) year or within such longer period of time as may be prescribed by law or by the terms of any applicable vvarmnry provided by the Seller after the date of acceptance of the grads furnished hereunder (acceptance not to be unreasonably delaved), resulting front imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this wamnty. Except as otherwise provided in this purchase order. the Scllcrs liability hereunder shall extend to all damages proximately caused by the breach ofany ofthe foregoing wamntics or guarantees, but such liability shall in no Dent include loss ofpmfits or lass of use. 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 toms. other than legnl terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or wrinen change order. If any such change affects the amount due or the time ofperformaucc hereunder. an equitable adjustment shall be made. 6. TERMINATIONS. The Purchnscr may at any time by wrinen 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 than the Pumhascr shall not be liable for any claims for anticipated profits on the uncompleted portion of the goods and/or work, for incidental or eonscqucotiai damages, and that no such adjustment be made in favor of the Seller with respect to any garde which arc the Sellers standard stock. NO such termination shall rel icvc the Purchnscr err the Seller of any of their obligations as to any goads delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (36) days fmm the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seiler wamnts that all goods sold hereunder shall have been pmduced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goads are subject The Seller shall execute and deliver such documents m 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 Porchascr as a result ofthe Scllcrs failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, mnsfcr. or convey this order. or any monies due or to become due hereunder without the prior wrinen consent ofthe other parry. 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, reservations secunty, interest encumbrances and claims of others. The Seller shall release the Purchaser and its contractors of any tier fmm all liability and claims of any nature resulting front the performance ofsuch work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, nfrccN and employees ofsuch 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 Purchnscr. 14. PA TENTS, Whenever the Seller is required to use any design, device, material or process covered by letter, patent, trndemark or copyright, the Seller shall indemnify and save harmless the Purchaser from 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 may be obliged to pay by reason ofsuch infringement at any time during the prosecution or alter the completion ofthe work. In case said equipment, or any pan 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 enjoined, the Seller shall, at its own expense and at its option. tither procure for the Pumhzser the right to continue using said equipment or parts, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes noninfrnging. 15, INSOLVENCY. If the Seiler shall become insolvent or bankrun, 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 canccicd by the Purchaser without liability. 16. GOVERNING LAW. The definitions oftemus used or the interprcmtinn Ofibe agreement and the rights off]] panics hereunder shall be cnnstmcd under and governed by the Inws ofthe State of COlomdo, USA. The following Additional Conditions apply only in eases where the Seller is to perform work hereunder. including the services of Sellers Representative(x), on the premises of others. 17, SELLERS RESPONSIBILITY. The Sutler shall carry on said work at Sellers own risk until the mine is fully completed and occepted. 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 Purchaser. When materials and equipment arc famished by others for installation or erection by the Seiler. the Seller shall receive, unload. stare 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. 19. INSURANCE. The Seller shall, at his own expense provide for the payment ofworkcrs compensation, including occupational disease benefits, to its employees employed on or in connection with the stork covered by this purchase order, and/or to their dependents in accordance with the Incas ofthe state in which the work is to be time. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and antomohile public liability insurance .with bodily injury and death limit of at (cast S300,000 for any one person. S500,000 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 insunnce. Before any of the Sellers or his contractors emplOyccs shall do any work upon the premises of miters, the Seller shall furnish the Purchaserwith a ecoificate that such compensation and insurance have been pmvided. Such certificates shall specify the date when such compensation and insurance have been provided Such ecnircates shall specify the date when such compeers Lion and insurance expires. The Seller agrees that such compensation and insumnce shall be maintained until ancr 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 whatocver to persons or pmperty caused by or resulting from the execution ofthe work provided for in this purchase orderer in connection herewith. The Seller will indemnify and hold harmless the Pumhascr and any or all of the Purchasers officers, agents and employees front 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 err 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 Sellers or contractors officers, agents or employees In case any suit Or other proceedings shall be brought against the Purchaser, or its officers, agents or employees many time on account or by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or tiny of its Or their officers, 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 costs, charges, attorneys fees and other expenses. any and nll judgments that may be incomd by or obtained against the Purchaser or any of its Or their officers. ngent or employees in such suits or other proceedings, and in case judgment Or other lien be placed upon or obtained against the property ofthe Purchaser. Or said panics in or as a result ofsuch 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 contractors shall take all safety precautions, furnish and install all guards necessary for the prevention of accidents, comply with all Incas and regulations with regard to safety, including. but without limitation, the Occupational Safety and Health Act of 1970 and all mlcs and regulations issued pursuant thereto. Revised 0312010