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HomeMy WebLinkAbout474109 TOWERS WATSON DELAWARE INC - PURCHASE ORDER - 9117654City of art Collins Date: 12/28/2011 PURCHASE ORDER Vendor: 474109 TOWERS WATSON DELAWARE INC 1055 SOLUTIONS CENTER CHICAGO Illinois 60677-1000 PO Number Page 9117654 1of2 This number must appear on all invoices, packing slips and labels. Ship To: HUMAN RESOURCES CITY OF FORT COLLINS 215 N MASON, 2ND FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 12/28/2011 Buyer: DAVID CAREY Note: Line Description Quantity UOM Unit Price Extended Ordered / Price 1 HRIS Feed Change Order Per Invoice Dated 12/15/2011 Invoice# IN00906226. For Invoice Format and Payment System Changes effective January 1. 2012 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 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 1 LOT / LS Total Invoice Address: 5,500.00 Ie City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 L COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-0,1502. Federal Excise Tax Exemption Certificate of Registry 84-60MS87 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado Mcf. Colorado Revised Statutes 1973. Chapter 3926. 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 ofor payment for goods hereunder or approval of the design, shall not release the Scllerof Goods Rejected. GOODS REJECTED due to failure In meet 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 mu med to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict performance hercofor any of its rights or remedies as to anv such goods, regardless instruction, form the City of End Collins. of when shipped, received or accepted. as to any prior or subsequent default hereunder, not shall any Purponcd oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS arc 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 melt 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 resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection Procedures, violations arc in fact borne by the Purchaser. Theretofore. for gold course and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now, have or hco aner Freight Terms. Shipments must be F.O.B., City of Fen Collins, 700 Wood St. Fen 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 for packing w'i 11 not be accepted. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is expected from the ncamt distribution point to destination, and excess freight will be deducted from Invoice when shipments are made from greater distance. Permits. Seller shall procum at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and mlcs of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly tnnstituted public authority having jurisdiction over the work of e.dor. Seller further agrees to hold the City of Fon Collins harmless from and against all liability and loss incurred by them by mason of in asserted or established violation of any such laws, regulations, ordinances. rules and requirements. Authorization. All parties to this contract agree that the representatives are. in fact. bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS, This Purchase Order expressly limits acceptance to the terms and conditions stated herein set fanh and any supplementary or additional terms and conditions annexed here'. or incorporated herein by reference. Any additional or dificoad 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 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 hcrcto. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall nperate as a waiver of this provision. In the event of any delay. the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages is a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault ofnegligence. such acts fGod, acts ofcivil or militarymalamitics, governmental priorities, fires, strikes. food, epidemics. wars or riots provided that notice of the conditions cat ing 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 mason 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 perfomaod with the highest dcgrec 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 err expense which the Purchaser may suffer or incur on account of the Sellers breach ofwamnty. The Seiler shall replace, repair or make good, without cost to the 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 terms fnay applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (,acceptance not to be unreasonably delayed), resulting from imperfect or defective work don, or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a wvivcr ofany claim under this warrany. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss ofprefits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANCES 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 terms, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or -risen change role, If any such change affects the amount due or the time of performance 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 parlors of the goods then not shipped, subject to say equitable adjustment between the panics as to any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion of the goods and/or work. for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Scllcr of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most 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 Foods arc subject. The Seller shall execute and deliver such documents 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 to indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purshascr es 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 party. 10. TITLE. The Scllcr warrants full, clear and unrestricted title to the Purchascr for all equipment. materials, and items furnished in perfommnee of this agreement, face and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims ofothcrs. r. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. the Purchascr directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser 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. The Seller shall release the Purchaser lad its contractors of any tier from all liability and claims of any nature resulting from the performance of such work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, ofccrs and employees of such parry. The Scllcr's contractual obligations, including w'armnty, shall nor 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 Scllcr shall indemnify and save hamles the Purchaser form any and ail claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract, end shall indemnify the Purchascr for any cost, expense or damage which it may be obliged to pay by reason ofsuch infringement at any time during the prosecution or afcr the completion of the work. In case said equipment. or any pan thereof or the intcndcd use of the goods, is in such suit held to constitute 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 noninfinging equipment, of mralify it so it becomes noninfringmg, 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 property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of tents used or the interpretation ofthe agreement and the rights ofall parties hereunder shall be consumed under and governed by the laws of the State of Colomdo. USA. The following Additional Conditions apply only in cases where the Seiler is to perform work hereunder, including the services of Scllcrs Reprcsentative(s), on the premises afothe¢. 17. SELLERS RESPONSIBILITY. The seller shall entry an said work of 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 Seller's final completion and acceptance, complete the work st Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are furnished by others for installation or crmioa by the Seiler, the Seller shall receive, unlmd. store and handle same at the site end become responsible therefor as though such materials and/or equipment were being famished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, pmvide for the payment of w'orkcrs compensation, including occupational disease bcncfts, to its employees employed on or in connection with the work covered by this purchase order. and/or to their dependents in accordance with the lams of the state in which the work is to be done. The Seller shall also carry comprehensive general liability including. but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at least S300.MO for any one person. S500,000 r'or any one accident and property, damage limit per accident of S400,000. The Seller shall likewise require his contractors, if any, to pmvide for ,such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises of others, the Seller shall furnish the Purchascr with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such ceni6enre, shall specify the date when such compcaemion and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until afer the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for say and all damage, Inns or injury ofnny kind or nature whatxocycr 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 hamlcss the Purchaser and any or all of the Purchasers oficcm. agents and employees farm 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 cony be put or subject by reason of any act, action, neglect, omission or default on the pan of the Scllcr, any of his contractors, or any of the Scllcrs or cannot cars officers, agents or employees. In ease any suit or other proceedingss shall be brought against the Purchaser. or its officers, agents or employees at any time on account or by reason of any net, action, neglect, nmfssion 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 fcct 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 ease judgment or other lien be placed upon or obtained against the property of the Purchaser, or said panics in or as a result of such suits or other procceding , the Scllcr will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Scl let 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 roles and regulations issued pursuant thereto. Revised 03/2010