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HomeMy WebLinkAbout495925 HAYS COMPANIES - PURCHASE ORDER - 9117435City of fort Cottons Date: 12/15/2011 Vendor: 495925 HAYS COMPANIES 1125 17TH ST, STE #1710 DENVER Colorado 80202 PURCHASE ORDER PO Number Page 9117435 _ ? °f 2. [on his number must appear all invoices, plips and labels. Ship To: HUMAN RESOURCES CITY OF FORT COLLINS 215 N MASON, 2ND FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 12/14/2011 Buyer: DAVID.CAREY Note: Line Description Quantity Extended P Ordered UOM Unit Price, Price Benefits Consultant Services 1 LOT LS December 2011 Fee Terms, Conditions and 2011 Fee per Professional Services Agreement for RFP# 7279. U City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill ll, 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 Invoice Address: 5,833.00 $5,833.00 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 effort Cullins'is exempt from state and local taxes. 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 perfomtance of the terms and conditions Hereon fnilure or delay to Internal Revdiuc`, Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance afar payment for goods hereunder or approval ofthc design, shall not rclea c the Seller of Goods Rejected. GOODS REJECTED due to failure to mein 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 returned to you far credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict performancc hcmofor any ofits rights or remedies as to any such gaads, regardless instructions from the City offer: Collins. of when shipped, received or accepted, as to any prior or subsequent default herdmdcr, nor. shall any purported aml modification err 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. 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 part of the City of Fon Collins. Howcvca it is to be understand that FINAL Seller and the Purchaser recognize that in actual economic practice, ovechnrges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedure, violations arc in fact home by the Purchaser. Theretofore, for 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 hcrcafter Freight Terms. Shipments most be F.O.B., City of Fort Collins. 700 Wood St.. Fog 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 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. bill must accompany invoice. Additional charges far 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 fmm the nearest distribution paint to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness tocomply. 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 Permits. Seller shall procure at sellers sole cost all nettssary permits. ernificams and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, mainly or political 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 harmless from 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 requirements. Authorization. All parties to this contract agree that the representatives arc, in fad. 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 act forth and any supplementary or additional temts and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if van cannot make complete shipment to arrive on your promised delivery date as noted. -Time is of the 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 ofpartial late deliveries; shall operate as a waiver ofthis provision. In the event nfany 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 of delays due to causes not reasonably faresceable which am beyond its reasonable control and without its fault ofnegligcnce, such acts of Gad, sets ofcivil or military authorities. governmental priorities, fires, strikes. flood, 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 went of any such delay, the data 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 be fit for the purposes intended, and performed 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 Sellers branch of warranty. The Seller shall replace, repair or make good without cast to the purchaser, any defaces or faults arising within one (1) year or within such longer period of rime as maybe prescribed by law or by the terms of any applicable warranty, provided by the Seller after the data of acceptance of the goods furnished hereunder (soccptanec not to be unreasonably delayed), resulting from imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this warremy. Except as otherwise provided in this purchase order. the Sellers liability hcomnder shall extend to all damages proximately umcd by the breach nfany of the foregoing wanamies or guamntces, but such liability shall in no event include loss of profits or lox of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. costs associated with such work. The Seller shall release the Purchaser and its contractors of any net from all liability and claims of any nature resulting fmm the Performance ofsuch work. This release shall apply even in the event of fault of negligence of the parry released and shall extend to the directors, affects and employees ofsuch parry. 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 any design, device, material or process covered by letter, patent trademark or copyright, the Seller shall indemnify and save handless 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 coal, 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 use of thegads, is in such suit held to constitme infringement and the use of said equipment or pan is enjoined, the Seller shalh at its own expense and at its option, either procure fur the Purchaser the right to continue using mid equipment car parts, replace the same with substantially equal but noninfringing equipment, at modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall became 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. _ 16. GOVERNING LAW. The definitions ofumns used or the interpretation of the agreement and the rights ofall panics hereunder shall be construct] under and gnvemed 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 -Sellars Representative(s), on the premisca ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall cam on mid 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 Scllcrs final completion and acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchases When materials and equipment arc furnished by others for installation or erection by the Seller, 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. 4. CHANGES IN LEGAL TERMS. 18. INSURANCE The Purchaser may make changes to legal terms by written change order. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase order, 5. CHANGES IN COMMERCIAL TERMS. molter to their dependents in accordance with the laws of the state in which the work is to be done. The Seller The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from shall also carry comprehensive general liability including, but not limited to, contractual and automobile public the quantities originally ordered in the specifications or drawings, by verbal or wtinan change order. If any such liability insurance with bodily injury and death limits of at least S300.000 for any one persan, S500.000 for any change affects the amount due or the time ofperformance hereunder, an equitable adjustment shall be made. 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 insurance. Before any of the Sellers or his contractors 6. TERMINATIONS. employees shall do say work upon the premises of others, the Seller shallfurnish the Purchaser with a certificate The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the that such compensation and insurance have been provided. Such certificates shall specify the date when such goods then not shipped, subject to any equitable adjustment betueen the paniu as to any.workonmaterialsahen in —compensation andinsurance. have been provided. Such certificates shall specify the date when such compensation - progress provided that the Purchaser shall not be liable for anv claims for anticipated profits on the uncompleted and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after the portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in entire work is completed end accepted. favor of the Seller with respect 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 asserted within thirty (30) days from the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods are subject. The Seller shall execute and deliver such documents as may be required to affect 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 hamdcss from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent of the other parry. 10. TITLE. The Seller warrants 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. security interest encumbrances and claims fothers. 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 whatsnevcr to persons or pmperry caused by ar resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harridan the Purchaser and any of 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 or subject by reason of any act, action, neglect, omission or default on the pan of the Seller, any of his containers. or any of the Sellers or crntradars affects, agents or employees. In use any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at any time on account 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 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 all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers. agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the pmperry of the Purchaser, or said panics 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, furnish 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 mles and regulations issued pursuant thereto. Revised 032010