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HomeMy WebLinkAbout120283 ZOE TRAINING RESOURCES INC - PURCHASE ORDER - 9143390PO PURCHASE ORDER 914339er Page Clty, of PURCHASE 43390 1 of z Flirt Collins( his number must appear !I\V`I ` V 1 1 on all invoices, packing sli s and labels. Date: 06/17/2014 Vendor: 120283 ZOE TRAINING RESOURCES INC 2025 OAK AVE BOULDER CO 80304-1348 Ship To: HUMAN RESOURCES CITY OF FORT COLLINS 215 N MASON, 2ND FLOOR FORT COLLINS CO 80524-4408 Delivery Date: 06/17/2014 Buyer: WILSON, JILL Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 DISK TRAINING, CONSULTING APR -MAY 2014 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.wnn 1 LOT LS 12,806.20 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. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt frvm state and local taxes. Our Exemption Number is 98-0ct502. Federal Excise Tax E.—taker Cmificam of Registry RI-6000587 is registered with the Collector of Internal Revenue, Denver, Coloradar (Ref. Colorado Revised Station 1973, Chapter 39-26.114 (a). Good Rejected. GOODS REJECTED due to failure to meet sped ficztions, either when shipped or due to defects of damage In ndnsit, may be, remmed to you for credit and are start to he replaced except upon receipt of written instructions from the City of Fon Collins. Inspection. GOODS art subject o the City of Fort Collins inspection era arrival. Final Acceptance. Receipt of the merchradim. services or equipment in response to this order can result in authorize) payment on the pan of the City of Fort Collins. However, it is to he understood but FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Perms. Shipments must be F.O.B., City of Fart Collins, 9W Wood St., Fort Collins, CO 80522, unless otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight bill must accompany invoice. Additional charges for packing will not be m,eptcl. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is expected from the nearest distribution paint to destination, and excess freight will be dedumed from Invoice when shipments are made from greater distance. Panama Seller shall procure at sellers sole cost all necessary permits, cendlemes and licenses required by all applicable laws, regulations, .,due-. and tales of the Sum, municipality, temfory or political subdivision where the work is performed, or required by any other duly comstimed public authority having Jurisdiction over the work of vendor. Seller further agrees 10 hold the City, of Fort Collins harmless from it against all liability and lass nuanced by them by reason of as asserted or tablisbviolation of any such I.., minimums, ordiruaces, rules and requiremenu. Authorization. All panic to this contract agree that the representatives am, in back Farm fide end session full and complete authority to bind said panic. LIMITATION OF TERMS. This Purchase Order espressly limits acceptance to the torts and conditions sutra herein sat forth and any supplementary or additonal tarns and coraidions annexed hereto or incorporated herein by reference. Any additional or dlBerem homes and conditions proposed by seller are objected la and hereby jetted. 2. DELIVERY, PLEASE ADVISE PURCHASING AGENT immediately ifyou canoe make complete shipment to arrive on your promised delivery date as noted. Time is of the esseme. Delivery and performance most he enacted 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 of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result ofdelays due 10 causes nor reasonably fnreseeable which are beyond its maonable cannot and without its Lau1t of negligence, such acts of God, acts ofcivil or military authorities, governmental priorities, tires, strikes, food, epidemics, wars or riots provided Char notice of the conditions causing such delay is given to the Purchaser within fee (5) Jays 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 good, articles, matmah and work covered by this order will confirm with applicable drawings, specifications, samples and/or other descriptions given, will he fir for the purposes intended, and perf m with the highest degree of care and compemnec in accordance with xecpted moulma s far work of a similar metre. The Sala agrees to hold the purchaser harmless from any lass, damage or expense which the Purchaser may suffer or pattern account of the Sellers breach of wararry. The Seller shall replace, return or nuke good, without cost to the purclaaseq any defecu or fmlts arising within one (1) year or within such longer period of time w may be presented by law or by the tams of my applicable watmnry provided by the Seller after the date of acceptance of for goods fumishm hereunder, (xcepturce trot m be unreasocably delayed), resulting from connotxl or defemive work done or trateriaB famished by the Seller. Acceptance m use of good by the Purchase, shall not constitute a waiver of any claim under this warranty. Except as mlrerwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages pmximamly mtaed by the breach of any of the foregoing warranties or gosmnters, but such liability shall in no event include Ins eff rnhts or loss of use. NO IMPLIED WARRANFY OR M F.RCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terms by written change ender. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser miry make any changes to the moms, other than legal seam, including additions to or deletions from the gminocas originally ordered in the specificaiou or drawings, by verbal or written change order. Izny such thrum affect, flue ...not due or the time ofperf narance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Parchuxur may at any time by written change order, terminate this agreement as to any or all protons of the good than not slipped, subject to may equitable adjustment between the ponies as to any crack or materials then in progress provided that the Purchaser shill not be liable for any claims for anticipated profits on the uncompleted portion of the good anNor work, for incidental or consequential damages, and thm no such adjustment be made in favor of the Seller with respect to any good which ere the Sellers social stock. No such termination shall relieve the Purchuer or the Seller of any of )heir obligations as m my good delivered hereunder. 9. CLAIMS FOR ADJUSTMENT. Any claim for ndjumment muss he asserted within thirty (30) days from due date she change or lermiredion is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants for all good sold hemmWer shall have been produced, sold, delivered and humanoid in strict complianc< with all applicable laws and regulation or which the goods are subject The Seller shall exemm and deliver such documents as may be required to effect or evidenre 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 Fractions tram all costs and damages suRered by she Purchaser as a result of me Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall resign, marafeq cr convey this order, or any monies due or to become due hereunder without the print warren consent oftha other pony. 10. TITLE. The Seller warrants full, clear and unmerited d tide to the Purchaser for at I equipment, materials, and items famished in performance of this agreement, free and clear of any and all liens, restrictions, rexrvitions, security interest encumbrances and claims of orders. I L NON WAIVER. Failure of the Purchaser to insist upon strict aralmorramor of the terms and sometimes hereof, failure or delay to exervise any rights or remedies provided herein or by law, failum to promptly notify the Seller in the event of is breach, the acceptance ofor Nymcan for Boons hereunder or approval ofthe design, shall —1 release the Seller of any of the warranties or obligations of this purchase order and shall not he dermas a waiver of any right of the purchaser to insist upon strict performance hermfor my or its rights or commies ns many such goods, regardless of when shipped, received or accepted, to to my prior or subsequent default hereunder, not shall any Imported oral modification or rescission of this purchase order by the Purchaser operate u a waiver of my of the terms hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic¢harge practice, o es resulting from antitrust violations are in fact home by the Purchaser. Theretofore, forgoodcause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and of claims it may now have or hereafter acquired under federal or stare amitmm laws for such overcharges relating to the particular good or services promised or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to comed nonconforming or defective good by n data h, be .,mad alum by be Purchaser and the Seller, and the Seller lhenw0er indicates its inability m unwillingness to comply, the Purchuer may cause the work no be performed by the most expeditions means available to it, and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its comments of any tier from all liability and claims of any .mare restyling from The performance afsuch work. This release shall apply ncn in the event of fault of negligence of the party released and dull extend or the directors, officers and employees ofsuch party. The Sellers contractual obligation, including warranty, sbull trot be deemed or be, reduced, in any way, because such work is performed or coused 10 he performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to une any design, device, material or process covered by letter, paten. trademark or copyright, the Seller shall indemnify and save homeless the Purchaser from any and all claims for impingement by reason of the use of such potcamd design, device, material or process in connection with the contact, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such infringement at any time during the persecution or aftn the completion of the work. In case said equipment, or any pan thereof or the amended use of the goad, is in such suit held to consumer infringement and the use of said equipment or pan is enjoined, the Seller shall, at its own expense and at its option, either procure for the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but nnNnfn-using equipment, or minify it so it becomes noninfriaging. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers properly or business, this order may forthwith be canceled by the PorcM1aser without liability. 16 GOVERNING LAW. The definitions affirms used or the interpretation of the agreement and the rights ofall parties hereunder shall be coratmed under and governed by Ne laws oftbe Stale of Coloado. USA. The following Additional Conditions apply only in cases where the Seller is to pert work hereunder, including the services of Sellers Rryrexnutive(s), on Ne premise of others. Il. SELLERS RESPONSIBILITY. The Seller dull cony 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 manrials bef Sellers final completion and mcemenee, complete the work at Sellers awn expense and to the satisfaction of Ore Purchaser. When materials and equipment are Nmishm by others for installation or erection by the Seller, the Seller shall receive, unload, stare and handle same at the site and become responsible darefoc as though such materials and/or equipmem were being famished by the Seller under the order. 18, INSURANCE. The Seller shall, at his own expense, pr ide for the payment of workers compensation, including occupational diseaw benefice, m its employees employed on or in connection with the work covered by this purchase order, candor to their dependenu in accordance with the laws of the some in which the work is In be done. The Seller shall also carry comprehensive general liability including, but not limited to, commewal and automobile public liability moumnce with bodily injury and death limits of m learn S300,000 for any one person. S5nn 000 for any one accident and property &image not per accident of 5400,000. The Seller shall likewise require his if any, to provide for such comparison.., and insounce. Befine any of the Scllea or his c anon., employees shall do any work upon the premises of others, the Seller shall famish be Purchaser conch a cenificme that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires The Seller agrees that such compensation and mummace shall be maintained until after the entire work is completed and occepred. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Sulfur hereby as a the entire tesponsibilay and liability for any and all damage, loss or injury of any kind or encore whztspever to persons or property named by or resulting from the execution ofthe work provided for in this purchase order or in commpetion herewith. The Seller will indemnify and bold harmless the Particular and any r all of the Parchamrs oMe.. agents and employees from and against any and all claims, losses, damages, charges or expenses, whether direcr at iMirect and whether to persons or property to which the Purchases may be put or ..bjm by reason of any ask aotimm mglml, omissioa or default on due pan of the Seller, any of his contractors, or any of the Sellers or contractors oRcers, agents or employees. Inc any suit m order proceedings shall he brought against the Purchaser, or its officers, agents or employees at my time on account or by reason of any act, action, neglect, omission or default of the Seller of any of his comments or my of its or their officers, agents or employees u aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Sellers own expense, to Jury any and all cases, comm, artomeys fees and other expenses, my and all Pollinates, that may be incurred by or obtained against the Purchaser or any of its at their offices, agema or employees in such suits or other proceedings, and in wse judgment or other lien be placed upon ar obtained against the property of the 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 contractors shall take all safety precautions, famish and install all guards necessary for 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 rules and regulations issued pursuant thereto. Revised 03R010