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HomeMy WebLinkAbout144217 CANNON COCHRAN MANAGEMENT SERVICES INC - PURCHASE ORDER - 9120033PURCHASE ORDER PO Number Page City Of9120033 1 of 2 ' `this number must appear Collins1 1 on all invoices, packing slips and labels. Date: 01/06/2012 Vendor: 144217 Ship To: RISK MANAGEMENT DIVISION CANNON COCHRAN MANAGEMENT SERVICES INC CITY OF FORT COLLINS PO BOX 1783 215 N MASON, 2ND FLOOR INDIANAPOLIS Indiana 46206-1783 FORT COLLINS Colorado 80524-4 Delivery Date: 01/05/2012 Buyer: JAMES O'NEILL Note: Line Description Quantity UOM Ordered Unit Price Extended Price 1 Third Party Admin for WC 1 LOT LS 60,000.00 W/C Claims THIS PURCHASE ORDER IS FOR THE PROCUREMENT OF GOODS AND/OR SERVICES, AS NEEDED DURING THE CURRENT CALENDAR YEAR. DOLLAR AMOUNTS SPECIFIED ARE ESTIMATES AND NOT A PROMISE TO PURCHASE ANY MINIMUM AMOUNT OF SUCH GOODS AND/OR SERVICES. 2 Third Party Admin for GL 1 LOT LS 60,000.00 GL Claims 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 Total Invoice Address: $120,000.00 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 of Fort Collins is exempt from state and local. taxes. Our Exemption Number is 11. NONWAIVER. 99-04502. Federal Excise Tax Exemption Certificate of Registry 84-60(0587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the toms and enndioinns hereof, failure or delay to Internal Revenue, Denver. Colorado (Ref Colorado Revised Stamtea 1973. Chapter 39-26, 114 (ar exercise any rights or remedies presided 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 ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either wh na shipped or due to defects of any of the warmntics 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 for credit and arc not to be replaced execpt upon receipt of written purchaser to insist upon strict performance hcmefor any of its rights or remedies as to any such goods, regardless instructions from the City of Fen Collins of when shipped, received or accepted. as to any prior or subsequent default hereunder, nor shall any purported real 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 ran Collins inspection on nmival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNM ENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fact 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 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 hereafter Freight Terms. Shipments most be F.O.A.. City of Fort Collins, 700 Wood St., Fen 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 purchase 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 Purchaserdirects the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected fmm the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made fmm greater distance. may cause the work to be performed by the must expeditious means available to it, and the Seller shall pov all cost; associated with such work. Permits. Seller shall procure at sellers sole cost all necessary 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 performed. or required by any other duly constituted public authority having jurisdiction over the work of vender. Seller further agrees to hold the City of Fort Collins harmless fmm and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances. mles and requirements. Authorization. All panics to this contract agree that the reps sentativcs arc, in fact, bona fide and possess full and complete authority to bind &aid panics. LIMITATION OF TERMS, This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional terms 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 you cannot make complete shipment to arrive on your premised delivery date as noted. Time is of the essence. Delivery and performance must he effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpanial late deliveries, shall rpemtc as a waiver ofthis provision. In the event array 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 Scllcr shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which am beyond its reasonable contml and without its fault ofnegligence. such acts of God, acts ofeivil or military authorities governmental priorities, Ores, strikes, flood, epidemics, wars or riots provided that notice of the conditions coming such delay is given to the Purchaser within five (5) days of the time when the Seller rest 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 ofthe delay. 3, WARRANTY. The Seller wamats that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will he 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 breach of warm. nty. The Seller 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 ofany applicable wamnty 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 done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach Many of the foregoing warranties or guamntecs, but such liability shall in no event include lows ofprofns or loss ofuse. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANCES IN LEGAL TERMS. The Purchascr 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 more, including additions to or deletions from the quantities originally erected in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time ofpnformance 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 bo%%wn the parries 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 ofthe goods and/or stock, for incidental or consequential damages, and that no such adjustment be made in favor ofthe Seller with respect to any goods which arc the Sellers standardstock. No such termination shall relieve the Purchaser or the Seiler ofany of their obligations as to any goods delivered hcrxmnder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days from the date the change or termination is ordered. R. COMPLIANCE WITH LAW, The Seiler 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 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 Purchaser as a result ofthe Sellers 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 hereunder without the prior written consent of the other parry. 10. TITLE. The Scllcr womam 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 of others. The Seller shall release the Purchaser and its contractors of any tier from all linbi lity and claims of any nature resulting from the perfo numve of such work. This release shall apply even in the event of fault of negligence of the parry released and shall extend to the directors. officers and employees ofsech party. The Scllcrs 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 copyTighn the Seller shall indemnify and save harmlcm the Purchascr fmm any and all claims for infringement by reason ofthe use of such patented design, device, material or pmccm 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 ancr the completion of the work. In case said equipment, or any pan thereof or the intended use ofthe 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 more with substantially equal but noninfringing equipment, or modify it sr it becomes noninfringtng. 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 he canceled by the Purchaser without liability. Ifi_ GOVERNING LAW. The definitions of terms used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be construed under and governed by the laws ofthc State ref Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Representative(s), on the premises ofothcrs. 17. SELLERS RESPONSIBILITY. The Seiler shall carry on mid work at Seller's own risk until the more is fully completed and accepted, and shall, in case of any accident. destruction or injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchaser. When materials and equipment are furnished by others for installation or erection by the Seller, the Seller shall receive, unload. stare and handle more at the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. IS. INSURANCE. The Seller shall. at his own expense. provide for the payment of workers compensation, including excepatimtal disease benefits. 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 laws of the state in which the work is to be done The Seller shall also carry comprehensive geneml liability including, but not limited to, contractual and automobile public liability insuranm with bodily injury and death limits of at least S.ma.000 for any one peon. S500." for any one accident and preperty damage limit per accident of 5400.000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises of others, the Scllcr shall furnish the Purchaser with a eeoificate 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 insuranm expires. The Seller 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 Seller hereby assumes the entire responsibility and liability for any and all damage. loss or injury ofany kind or nature whatsoever to persons or property caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Seiler will indemnify and hold harmless the Purchaser and any or all of the Purchasers ofHecrs, agents and employees From 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 contractors. 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 comlryees at any time on account or by reason of any act, action, neglect. omission or default of the Seller of any of his eontmcto s 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 talcs and regulations issued pursuant thereto. Revised 03/2010