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HomeMy WebLinkAbout132385 APPLIED RISK SOLUTIONS INC - PURCHASE ORDER - 9120029PURCHASE ORDER PO Number Page City of9120029 1 of 2 CollinsCThis number must appear 1 1on all invoices, packing slips and labels. Date: 01/06/2012 Vendor: 132385 APPLIED RISK SOLUTIONS INC 7935 E PRENTICE AVE SUITE 110-W GREENWOOD VILLAGE Colorado 80111 Ship To: RISK MANAGEMENT DIVISION CITY OF FORT COLLINS 215 N MASON, 2ND FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 01/05/2012 Buyer: JAMES O'NEILL Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 Insurance Consulting 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: 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 I L NONWAIVER. 9R-04502. Fcdaal Excise Tax Exemption Cenifieme of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance ofthe terns and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Stamtes 1973. Chapter 39 26. 114 (a). exercise any rights or remedies provided herein or by law, failure to pramptly notify the Seller in the event of a breach, the acceptance ofor payment for good hereunder or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the wamnties or obligations of this purchase order and shall not be deemed a waiver of any right of the dmi in transit, may be rcmrncd to you for credit and am not to be replaced except upon receipt of written purchaser to insist open strict performance hereof or any of its rights or remedies as to anv such goods. regardless instructions from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modificntimt or 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 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 of all applicable required inspection procedures. violations are in fact home by the Purchase, Theretofore, for gad 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 hereafter Freight Tells. Shipments most be F.O.K. City of Fort Collins. 700 Wood St., Fort Collins, CO 80522, unless acquired under federal or state antitrust Imes 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 purchax order. bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective grads by a date to be agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted form Invoice when Purchaser and the Scllcr, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made from greater distance. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all toss associated with such work. Permit,. Seller shall procure at sellms sole cost all accessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the work is perfumed. or required by any other duly constituted public authority having junsdietinn over the work of vendor. Seller further agrees to hold the City of Fort Collins harmless form sad against all liability and loss incurred by them by reason of an asserted or established violation of any such laws. regulations, ordinances, tales 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 forth and any'supplementary or additional tans and conditions annexed hacto or incorporated herein by reference. Any additional or different tells 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 move on your premised delivery date as noted. Time is ofthe essence. Delivery and perfomtance must be effected within the time stated on the purchase order and the documents anaehed hereto. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a vvniver 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 of delays due to causes not reasonably forcsecable which am beyond its reasonable control and without its fault of negligence, such acts Office. acts ofcivil or military authorities govemmcntal pnoritica fires, strikes. Bond, 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 event army such delay, the date of delivery shall be extended for the period equal to the time actually rest by masno of the delay. 3. WARRANTY. The Seller wamntt that all goods, articles, materials and wort: covered by this order will conform with applicnble drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, sad Performed with the highest degree of care and competence in accordance with accepted standards for work of a similor nature. The Seller agrees to hold the purchaser harmless form any loss, damage no expense which the Purchaser may suffer or incur on account of the Sellers breach of wamntt'. The Seller shall replace. repair or make good, without cast to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be pmseribed by laxor by the terms of any applicable warranty provided by the Seller after the date of acceptance of the goods furnished hacnnda (u nclumcc, 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 army claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages porximately caused by the breach crony of the foregoing wammies or guarantees, but such liability shall in no event include loss of profits or loss cruse. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS, The Purchaser may make changes to legal remss by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the temw, other than legal toms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time ofperfomance 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 between the panics as to any work or materials then in pregress 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 he made in favor of the Seller with respect to any good which arc the Sellers standard stock. No such mrmination shall relieve the Purchaser or the Seller of any of their obligations a to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be assented within thirty (30) days from the date the change or tcmtinatian is ordered. 9. COMPLIANCE WITH LAW. The Seller wamnts that all goods sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods an subject. The Seller shall execute and deliver such documents as may be required to effnt orevidence 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 Purchaser as a result ofthe Scllcrs fnilurc 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 Flair written consent of the other party. 10. TITLE. The Seller wamn6 full, clear and unrestricted title to the Purchaser for all equipment materials, and items famished in performance of this agreemcm, free and clear of any and all liens. restrictions, reservations. security interest encumbrances and claims of others. The Scllcr shall release the Purchaser and its contractors of any tier form all liability and claims of any nature resulting from the performance ofsuch work. This release shall apply even in the cent of fault of negligence of the party released and shall exhmd to the directors, officers and employees ofsuch party. The Seller., contractual obligations including warranty, shall not be decried to be reduced, in any way, because such work is pafomcd or caused to be perforated by the Purchaser. 14. PATENTS. R'henewer the Seller is required to use any design, device, material or process covered by letter, patent, mdemark or copyright, the 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 contract 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 prosecution or after the completion Win, work. In case said equipment, or any pan thereof or the intended use of the goods,.is in such snit 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 parts, replace the saute with substantially equal but noninfringing equipment, or modify use it becomes noninfringing. 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. Ib. GOVERNING LAW. The definitions oftemu used or the interpretation ofthe agreement and the rights ofall parties hereunder shall be constmcd under and governed by the laws ofthe State of Colnmdo. USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Scllcrs Representative(s), on the premises orations. 17. SELLERS RESPONSIBILITY. The Scllcr shall carry on said work at Seller's own risk until the ,same is fully completed and accepted, and shall, in case of any accident, deduction or injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Scllcrs own expense and to the satisfaction ofthe Purchaser. When materials and equipment arc famished by others for installation or erection by the Seller, the Seller shall receive, unload, store and handle same at the site and become responsible therefor as though such materials and/or equipment were being burnished by the Seller under the order. IS. INSURANCE The Seller .shall, at his own expense, provide for the payment of workers compensation. including occupational disease benefits, ro its employees employed on or in connection with the work covered by this purchase order. and/or to their dependents in accordance with the laws ofthe state in which the work is to be done. The Seller shall also tarty comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at (cast 5300.000 for any one person, 5500.000 for any one accident and property damage limit per accident of S40O.f10O. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any ofthe Sellers or his contractors employees shall do any work upon the rmmiscs of others, the Seller shall famish the Purchaser with a cctifiearo that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such certificate shall specify the dam when such compensation and insurance expire,. The Scllcr agrees that such compensation and insurance shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Scllcr hereby nmumcs the entire msponsibilityand liability for any rand all damage loss or injury army kind or nature whatsoever to persons or proper caused by or resulting form the execution ofthe word: provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers oRec s. agents and employees Imam 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 Scllcr, any of his contactors, or any of the Sellers or contractors officers. agents or employees. In case 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 snare at the Scllcrs men expense, to pay any and all costs, charges, attorneys fca 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 arum or obtained against the property ofthc 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, 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 talcs and regulations issued pursuant thereto. Revised 03/2010