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HomeMy WebLinkAbout532919 CORNERSTONE ONDEMAND INC - PURCHASE ORDER - 9136906PO PURCHASE ORDER 913690er Page CI�/ of PURCHASE 9136906 1 of z ' `t Collins ins This number must appear V ` 1 1 on all invoices, packing sli s and labels. Date: 11/26/2014 Vendor: 532919 CORNERSTONE ONDEMAND INC 1601 CLOVERFIELD BLVD SUITE 600 SANTA MONICA CA 90404 Ship To: HUMAN RESOURCES CITY OF FORT COLLINS 215 N MASON, 2ND FLOOR FORT COLLINS CO 80524-4408 Delivery Date: 12/27/2013 Buyer: DAVID CAREY Note: Line Description Quantity UOM Unit Price Extended Ordered Price s Addendum to add funds recruitment license fees 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 1 LOT EA 58,625.00 Total Pay terms net 30 days 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 smmte the City of Fan Collins is exempt fmm state and load taxes. Our Exemption Number is 984J4502. Formal Excise Tax Exemption Certificate of Registry 84-6000597 is registered with the Collector of Internal Revenue, Drnvq Colorado (Ref. Colorado Revised Surfaces 1973, Chapter 39-26,114 (a). Goods Rejedd. GOODS REJECTED due to failure to men specifications, either when shipped or due to defects of damage in ommit, may be rimmed to you for credit and are or to be replaced except upon receipt of written instructions from the City of Fan Collins. Inspection. GOODS me, subject to the City of Fort Collins inspection on anival. Foul Accepmnce. Receipt of be merchandise, services or equipment in response, to this order am result in authorized Wymnt eon the prat of the City of Fort Collins. Howeve, it is to us,understood thatFINAL ACCEPTANCE is depeodem upon completion of all applicable rcouirtd impation praediums. Freight Temss. Shipments must be F.O.B., City of Pon Collins, 700 Wood SL, Fort Collins, CO 90522, unless otherwise specified on this order. If permission is given to prepay freight mart charge separately, the original freight bill man accompany invoice. Additional charges fm Woking will not be acceptor. Shipment Distance. Where manufacturers have donibuting points in us pans of the counrry, shipment is expected from the nearest distribution point to dentin rion, and excess freight will be deductal fmm Invoice when shipments are made from former distance. Permits. Seller shall procure at sellers .to cost all necessary permits, menilientes and limos. rquifM by all applicable laws, regulations, oMiami. and rules of the suite, municipality, territory or political subdivision where the work is performed or requinal by any other duly constituted public aarhonty having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fan Collins harmless from and against all liability and loss incurred by them by reason of an ss,ned or established violation of my such laws, regulation, ordinances, roles and mqulremens. Aub.fi.ion. All parties to this wntraat agree nor the, representatives are, in fact, bare fide and poc ss full and ampler authoury to bind said panics. LIMITATION OF TERMS. This Purcbaw Order expressly limits acceptance to the terms and condiuom suitor herein sell forth and any supplementary or additional terms and mnlitiom annexed berato or incorporated human by reference. Any additional or different terms and conditions proposed by sellar art objected to and hereby rejector. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT imnedowly ifyou cannot make comply a shipment to arrive on your promised delivery 6 re as noted. Time is of the essence. Delivery and performance most be elTe fed within the time stated on the purchase order and the dauments attached hereto. No acts of the Purchaers including, without limitation, acceptance of partial late deliveries, shall opcome as a waiver ofthis provision. In the event ofany delay, the Pmchser shall have, in addition to other legal and egNtable remedies, the option of placing this order elwwhcm and holding be Seller liable for damages. However, the Seller shall rant be liable for damages as a result of delays due to ruses mt reasonably foreseeable which art beyond is reasonable control and without its fault of negligence, such acts of God, acts of civil or military eathoritiw, governmental priodues, fees, strikes, Bond, epidemiw, wars or nob provided slut notice of be conditions ..a, such delay . given to the Purchaer, walk. five (5) days of the time when be Sella fast received knowledge leaf. In be event of any such delay, be date of delivery shall be extended for be prod equal to be time actually lost by reamn of be 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 be fit for le proposes intended, and performed with the highest degree of care and competence in accordance with accepted sandards for work of a similar retire. The Seller agrees to hold the purchaser harmless film any loss, damage or expense which the Pumhuer may sufferer incur on account of the Sellers breach slummed, The Sella shall replace, reporter make good, without cost to the purchaser, any deft. or faults arising within one (1) your or within such longer period of time as may b, prescribed by law in by the terms of my applicable warranty Provided by the Seller are the date of acceptance of the good fumishd hemoraer (acceptance rot in be unreasonably delayed), resulting ❑om imperfect or defective work done or materials fumkhed by be Seller. Acceptance in use of good by be Forebear shall not cormtimtc a waiver of my claim under this warranty. Except as otherwise provided in this pmahaw oNer, be Sellers liability beremder shall extend to all damages proximately wand by be breach of any of be foregoing warranties or guarantees, but such liability, shall in m ever include loss ofprafts 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 within change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other ban legal term, including addition; to ar deletiom from be quantities originally ordered in the specifications or drawings, by verbal or written change order If any such change offer. le amount due or be time afperformance hereunder,. .table glimmer, shall he made. 6. TERMINATIONS. The Purchaser may at any time by written change oNer, terminate this agreements as to my or all poruom of be goods then not shipped, subjust to any intuitable adjuument harem be ponies as w my work or mammals then in progress pmvidd bat be purchases shall not be liable for any claims for anticipated .to. on be uncompleted portion of be good aadlor work, for incidental or comequential damages, and But an such adjustment be made in favor of the Sella with respect to any goods which an, be Sellers standard stock. No such momentum shall relieve be Pumhmm or the Seller of any of their obligations ss ro any good delivered hereunder. T. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be nssened within thirty (30) days fmm the date the change or termination is ordered. I COMPLIANCE WITH LAW. The Se,lle wattm. that all goods sold heeunder shall have been produced, sold. delivered and fiunishd in stria ompliame with all applicable lawn wall regulatiam to which the good art subject The Seller shall exe., and deliver such allotments as maybe required to effort in evidences, compliance. All laws and regulations ranged to be incorporated in ogreromps of this character are barely incorporated herein by this reference. The Seller agree to indemnify aM hold be Purchaser harmless fmm all ems and damages suffird by be Purchaser as a result of the Seller 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 hereunde without the prior written consent of the other parry. 10, TITLE. The Seller warrants full, clear and unrestricted title to the Purchase for all agriprneral, materials, and items famished in perfomrance of this agreement, fee and clam of any and all hens, restrictions, reservations, minority interest encumbrances and claims ofolers. 11. NONWAIVER. Failure of be Purchaser to insist upon strict Pa. of the terms and ctndatinns hereof, failure not delay to exacim any rights or remedies provided herein or by law, before to promptly ratify the Seller in the event of a breach, the acceptance of., payment for goods hereunder ar approval ofbe design, shall not release le Sella of any of the wamamis or obligations of this purchase order and shall not be deemed a waiver of any debt of be purchaser to insist upon shad pafomance hermfor any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purpomd and mdipalu n or rescission of this porch se oNer by the purchaser operate as . waiver of any of the terms hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actin emmmic practice, overcharges ranging from antitrust violari ores are in fact bore by the Purchaser. Theretofore, for good come said as consideration for executing this purchase older, be Seller hereby assigns to the Purchasa my and all claims it may now have or hereafter acquired trader federal or state antitwt laws for such overcharge relating to the particular good in scrsices purchased at acquired by the Purchaser Fmsuml to this pmabase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Ifthe Purchaser drivers be Seller to correct nonconforming or detective goods by a date to be agreed upon by the Purchaser and the Seller, and the Seller hherafter indicates its inability or unwillingness to comply, the Purchasr may cause the work to be performed by the most expeditions means available In, it, and the Sella shall pay all costs assaiated with such work. The Seller shall release the Purchaser and is contractors of any for from all liability and claims of any nature resulting from be performance of such work. This releaw shall apply even in the event of fault of negligence of the party released and shall extend to Re directors, offices end employees ofsuch pony. The Sellers contractual obligations, including W maary, shag not be deemcu to be scummed, in any way, because such work is performed or wuwd to W performed by the Purchases. 14. PATENTS. Whenever the Seller is rtgoird to use any design, device, material or process covered by lemur patent, trademark or copyright, he 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 commit, and shall indemnify the Fumigator for any roll, 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 rise of the good, is in such .it held to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall, at is own expense and at its option, either procure for the Purchaser the WE. an continue using acid equipment or pros, reps., be same with substantially equal bar ...milllion, eyuipmmt, or modify it an it becomes me infvgmr, I S. INSOLVENCY. If the Sella shall become insolvent or haNnupt, make an a¢igomenr for be bcncut of eeltors, Woman a receiver or framer fm my of be Sellers property or business, this order may forthwith Is, canceled by be Purchaser without liability. 16. GOVERNING LAW. The definitions of corms used or the interpretation of be agreement and the rights of all parties humunda shall be commted under and governed by the laws ofthe Sate ofColomdo, USA. The following Additional Conditions apply only in case where be Seller is to par.. work heeunda. including the services of Sellers Representatives), on the premises ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall wry on said work at Sellers own risk mail be same is fully completed and mmmjgwd, gout shall, in we, of any ecmden4 destruction or injury b the words, aad/or materials before Sellers final completion anal xmepbnce, complete the work an Sellers own expense i ad no be smisfacrion of be purchaser. Whan materials ad equipment are fmishd by others fro installation or eecuoa by be Seller, the Seller shall receive, normal, stare and handle same at be sate and become on,amible bemar as though such ne tenals rand/or aluipment were being fumishd by be Seller under the order. it. INSURANCE. The Seller shall, at his own expense, provide for be payment of workers compensation, including translucent disease benefits, to its employees employed on or in connection with the work covered by this purchase order; Auditor to their dependents in accordan m with the laws of the Into in which the work is to be done. The Seller shall also cart, comprehensive general liability including, but not limited W. contuctml and mounting, public liability imurance with bodily injury and death limits of at least S300,00p for my one persoa, S500.000 for any one accident and property damage limit per accident of S40ftl The Seller shall likewise mluire he, contractors, if any, to provide for such compensation and announce. Before my of le Sellers or his contactors employees doll do any work upon the premises of amers, be Sella shall famish the Purchaser wit a certificate that such compensation and insurance have been provdd Such certificates shall specify the date whom such compensation and in mwc have boon Provided. Such certificates shall specify the date when such compensation and insurance expires. The Sella agrees that such compeer don and insurance shall be mainminor maul for be entire work is completed and accepted. 19, PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes be entire responsibility, and liability for any and all damage, Its, or injury ofany kind r nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold hmmless be Purchaser and any r all of be Purchasers officer, agents and employees from and against any and all claims, lasses, damages, charges or expenses, whether direct or indirect, and whether to persons or property to which be Purchaser may be put or subject by reason of my rot, =lien. neglect, omission or default on the pro of be Seller, any of his contractors, at my of be Seller or contractors ofticem, agents or employees. In wse my suit or other proceedings skill b, brought against be probue, or is aficers, Menb an employees m any time on account or by reason of any act, action, neglect, omission or default of the Seller of only of his mnmeors or my of its or bear officer, agents m employees as aforesaid, be Seller hereby agrees to assume be defense thereof and to defend be same in be Stilm own expense, to pay any and all cans, charges, attorneys fees and be, expemea, my and all judgments but may be, incurred by or obtawd against be Purchaser or any of its or but, officer, agents or employees l such suits or other proceedings, and in case judgment or other lien IR placed upon or obained against be property, of the Pollinator, or said penis in or as a result of such suits or other proceedings, the Seller will at once cause the same to he dissolved and discharged by giving bond in otherwise. The Sella and his contractors shall take all safety peautions, furnish aM install all guard necessary for be prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1990 and all roles and regulationsissued p rlsmed thereto. Revised 07Q014