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HomeMy WebLinkAbout306967 VITALSMARTS LLC - PURCHASE ORDER - 9142729Fort Collins Date: 05/14/2014 Vendor: 306967 VITALSMARTS LLC 282 W RIVER BEND LN #100 PROVO UT 84604 PURCHASE ORDER PO Number Page 9142729 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: HUMAN RESOURC CITY OF FORT LINS CITY N F F O ND FLOOR FORT CO NS CO 80524-4408 Delivery Date: 05/14/2014 / Buyer: DAVID CAREY Note Line Description Quantity UOM Unit Price Extended Ordered Price Additional Participant Suites 1 LOT LS 41,524.20 Crucial Conversations Training Total Quantity: 190 Price per Suite: $217.00 Per Invoice# 59574,dated 04/30zndshioDina. Invoice amount includes UPS Gr City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul 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 $41 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 1. COMMERCIALDE'AILS. Tax exemptions. By suture the City of Fan Collins is exempt from state and local taxes. Our Exemption Number is I L NON WAIVER. 98-04502. Federal Excem Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the tatter and conditions hereof, failure at delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Slatulm 1973, Chapter 39-26. 114 (a). exercise any rights or b m ak,v provided herein or by In. failure m promptly notify the Seller in the event of a breach, the acceptance ofor payment for goods hereunder ate approval of the design, slWl not release the Sd1er of Goods Rejected. GOODS RD EC'I'ED due to failure to meet specifications, either when shipped or toe to defect, of any of the wuranlm, or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be ammed to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon shot performance hereof or any of its rights or remedies as to any such goods, regardless inswctions firm the City affair Collins. of when shipped, received err accepted, as to my prior or subsequent default herewder, nor shall any puryoned card modification or mecisdan of this purchase order by the Purchaser opearte as a waiver of any of the terms Inspection. GOODS are subject o the City of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in nosponse to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fart Collins. However, it is W he understood that FINAL Seller and the Purchaser recognize that in actual countie practice, ovarrieVa mobbing firm antitrust ACCEPTANCE is dependent upon completion of all applicable aequired inspection procedures. violations art in fact home by the Purchaser. Theretofore for good muse and as consideration far execution, this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments most be F.O.B., City of Fan Collins, 900 Wood St. Fore Collins, CO 80522, unless acquired under federal or state antitrust laws for such overcharges relining to the particular goods or services otherwise specified an his order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order, ball must accompany invoke. Additional charges for Packing will not be accepted. 13. PURCHASERS PERFORMANCE cancer SELLERS OBLIGATIONS. ShipmentDistance.then Whom manufacturers have toddiseibutingdPoints excesnvuriomsill rtsbe erhedfarm,voice tit is Purr. Purchaser eSellthe ,adSeller mcohmrafte,nonconforming or dabilitvegoodbyadte to beagreede upon Purchaser expected firm the nearer distribution point to destination, end excess fright will he deducted (arm Invoice when Purchaser and the Seller, and the Sellay he most pores its inability m unwillingness W comply, the ] PMser shipments are made firm granter distance. may cause the work m ch performed by nc� most expeditious means available to it, and Ne Shca shall pay all cosy aasariated with such weak. Permits. Seller shall procure at sellers sole cast all necessary permits, vertifcttex and lirema required by all applicable laws, regulations, unfairness and rates of the state, municipality, territory or political subdivision where the work is pronom,ed, or acquired by my other duty constituted public sc horiry having jurisdiction over the work of vendor. Seller further agrees W hold the Ciry of Fan Collins harmless from and against all liability and loss incurred by them by ream. of an asserted or established violation of any such laws, regulations, ordinances, rules and requioemens. Aufnnratlm. All parties In this contract agree rant he representatives are, in fact, bona fide and possess ran sad complete emhoriry to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits aacptance to the tams and conditions scared herein sa forth and any supplementary or additional hens and conditions awexed hereto or incorporated herein by reference. Any additional or different ems and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyou cannot make complete shipment to arrive on your promised delivery date as noted Time is of the essence. Delivery and performance must be a@cted within the time stated on the purchase order and the documents attached hereto. No acs of the Purchases including, without limitation, acceptance of partial lam deliveries, shall operas as a waiver of this provision. In he event army delay, the Parelc ser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable fir damages. However the Seller shall not be liable for damages as a result of delays due to causes not reasonably fonvemble which are beyond is reasonable control aad witha d its fault of negligence, such acs of Gad aces of civil or military radiances, greco m ical priorities, fires, strikes, Hood, epidemic, wars or riots provided that active of he conditions mnsivg such delay is given W the Purchaser within rive (5) days of the into when the Seller fins received knowledge therof. In the event of any such delay, lie date of delivery shall be extended for the period equal to the time amually last by reason of the delay. 3. WARRANTY. The Seller warrants that all gm*fs, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards far work of a similar mature. The Seller agrees to hold the purchaser harmless from mry loss, damage or expense which the Purchaser may mtfer or incur oa acuunt of he Sellers broach of warranty. The Seller shall replace, Man or make good, without cost to rise 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 terns ofany applicable warranty provided by the Seller viler he date of acceptance of the Reads famished hereunder (acceptance not to be, uurmmvably delayed), resulting from imperfect or defective work done or materials famished by die Seller. Accepume or use of goods by he Purchaser shall not constimte a wailer of any claim make this warrant, Escept as otherwise provided in this purchase coder, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing.,am or guarantees, but such liability shall in no occur include lass of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SE IALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terms by women change order 5. CHANGES IN COMMERCIAL TERMS. The Ptocbuer may make any change W the teems, other than legal terms, including additions to or deletions from he quantities originally ordered in the specifications; or drawings, by vestal or women change order. If any such change affectsthe amount due or the time ofperfomunve 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 goods then not shipped subject to any equitable adjustment hoween the parties as to any work or materials than in progress provided that the Purchaser shall not be liable far any claims for anticipmed prifl, tan he uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment he made in favor cattle Seller with respect to any goods which are the Sellers standard stack. No such lamination shall relieve the Purchaser or the Seller of any of their obligations as to any good delivered herewda. 9. CLAIMS FOR ADJUSTMENT. A, claim far adjnstmenr must be assured within him (30) days farm the date he change or temwiimtiw is oakered. S. COMPLIANCE WITH LAW. The Seller warrants that all good sold hereunder shall have been produced sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the good are subject. The Seller shall execute and deliver such document, 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 m indemnify and hold the Purchaser hamdess from all costs and damages suffered by he Purchaser u e result of the Sellers failure W comply with such law. 9. ASSIGNMENT. Neither parry shall assign, transfer, or convey this order, or my nwnies due or to become due hereunder without the Poor written consent of he other party. 10. TITLE. The Seller warrants full, clear and=restricted title W the Purchaser for all mluipntertt, materials, and items finished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims ofothers. The Seller shall rtlease the Purchaser and its conh.nors of any net from all liability and clairm of any wrurt resulting from the performance of such work. This release shall apply even in the event of fault of negligeace of the party released and shall extend to the directors, aDiaers and employees of soar party. The Seller's wearma d obligations, including warranty, shall not he deemed to he reduced, in any way, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whomever the Seller is remained m roe any design, device, material or process coveted by lever, patent, hadereark mr copyright, the Seller shall indemnify and save harmless the Purchaser firm any and all claims for infirm ca ern by nation of the use of such potential design, device, material or pamaac in connection with the comes , awl shall indemnify the Purchaser for any cost, expense or damage which A may be obliged to pay by exasun of such infringement many time during the prosecution or after the completion of the were In case said equipment, or any Pitt thereof or the intended use of the goods, is in inch mil had W s irate iefngemmt and the use of said equipment or pent is enjoined, the Seller shall, at its own expense and at its option, either procure far the Purchaser the right to continue tying said equipment or pans, replace the same with suboumially equal but noninfringing equipment nr modify it m it becomes noninfnging. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of credairs, ep,mn' a exacerver or toaster for any of he Sellers property or business, this order may foMwih he canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions ofterns ward or the interpretation of the agreement and the rights ofall parties hereunder shall be answed under and goad by the laws oFtha Sure of C.krad., USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder including the services of Sellers Represenutiveds), an he promises of others. IZ SELLERS RESPONSIBILITY. The Seller shall carry, on said work at Sellers own risk mail the tame is fully completed and accepted, aM shall, in cam of any arcrdeat destruction or injury W the work aaNm mmerids bet Sellers !wl completion and acceptance, complete the work at Sellers own expense and W the satisfaction of the Purchaser. When materials and equipment am furnished by others for installation or matron by the Sellcr, the Seller shall receive, unlVd, state and handle same at the site and become fashionable therefor as though such materials and/or equipment seem being f mashed by the Seller under the order. 18. INSURANCE. The Seller shall, at his awn expense, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection vs'ih the work covered by this purchase order, =Nor to their dependmes in accordance with he laws of the sure in which the work is to be done. The Seller shall also carry comprehensive general Inutility including, but sat limited ... rommamed aid automobile public liability imutanre work bodily injury aM death limits of. least S3tRr Odd for any one person, 5Nift. 0 for my accident and Railway damage limit per accident of S400,000. The Seller shall likewise Fq.ire his contractors, if my, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall Jo my work upon the premises of other, fie Seller shall funush the Purchaa with as cerificate that such compensation and insurance have been provided. Such certificates shall specify the &to when such compensation and insurance have been provided. Such certificates shall specify he date when such compenmIf.. and insurance expires. The Seller agrees then such compensation and insurance shall be main rend until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller herby mantne the entire responsibility and liability far my not all damage, loss or injury of my kind or wtum wbasaver W persons or property caused by or resulting firm the execution ofthe work provided for in this purchase maker or in rem anion herewith. The Seller will indemnify and hold harmless the Purchaser and any r all of the Purchasers officers, agents and employees from aM against any and all claims, losses, damages, charges or c,, ac es, whether direct or indirect, and wheher 1. peraom on pmperry W which the Purchaser may be put or subject by reason of my act, action, neglect, omission or default on he pan ofthe Seller, any of his contractors, or my of the Sellers or contractors officers, agents in employees. In com any suit or other pmcarlings shall be brought against the Purchaser, or its officers, agens or employees ar any time oa account or by reason of any act, action, neglect, omission of default of the Seller of any of his c.ntmcmrs on any of its on their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at he Sellers own cxpenu, to pay any and all cosy, charges, attorneys fees and .then expenses, my and all judgments that may he incurred by or obtained against he Purchaser or any of its or their officers, agents or employees in such suit, in other p recafings, aM in amic judgment or other her be placed upon or abuired against the property of he Purchvser, or said ponies in or as areal, of such suits or other precomem , the Seller will in once came, the same to be a icsohM aad disclearged by giving baud or otherwise. The Seiler and his contractors shall like all safety precautions, finish end install all guard necessary for the prevention of accidnes, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1990 and all rules and regulations issued pursuant thereto. Revised 03I2010