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HomeMy WebLinkAbout495925 HAYS COMPANIES - PURCHASE ORDER - 9120137City of Fort Collins PURCHASE ORDER PO Number Page 9120137 1of2 This number must appear on all invoices, packing slips and labels. Date: 01/06/2012 Vendor: 495925 Ship To: HUMAN RESOURCES HAYS COMPANIES CITY OF FORT COLLINS 1125 17TH ST, STE #1710 215 N MASON, 2ND FLOOR DENVER Colorado 80202 FORT COLLINS Colorado 80524-4 Delivery Date: 01/06/2012 Buyer: DAVID CAREY Note: 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. Line Description Quantity UOM Unit Price Extended Ordered Price Benefits Consultant Services 1 LOT LS 70,000.00 Blanket PO for 2012 Fees Terms, Conditions and 2012 Fee per Professional Services Agreement for RFP# 7279. 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: 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 Fan Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. 98,14502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay in Internal Revenue, 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 ofor payment for goods httcundv or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet speci6emioas, either when shipped or due to defects of any of the wamntics or obligations of this purchnse order and .shall not be deemed a waiver ofany right of the damage in transit, may be returned to you for credit cad arc net to be replaced except upon receipt of wntien purchaser to insist upon strict performance hereofnr any of ids rights or remedies as to any such goods, regardless instructions from the City of Fort Collins. of when .shipped, received or accepted, as to any prior or subsequent default hcrcundcr, nor shall any purported oral modification or rescission of this purchase onfer 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 result in Q. 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, oycrchnrges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection proccdnres, 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 hermOcr Freight Terms. Shipments must be F.O.B.. City of Fort Collins 700 Wood St, Fort Collins. CO 90522. unless acquired under federal or state antitrust laws for such overcharges relating to the auricular goods or services otherwise specified on this order. If remission 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 aeceptod. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is Ifthe Pumbaserdin,ets the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected from the nearest distribution point to destination, and excess freight will be doducted from Invoice when Purchaser and the Scllcr, and the Seller thcmaRcr indicates its inability or unwillingness to comply. the Purchaser shipments arc made from greater distance. may cause the work to be performed by the most expeditions means available to it, and the Seller shall pay all costs associated with such work. Permits. Seller shall procure at sellers sole east all necessary permits, cerificun and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision when, the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller farthe 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 ofany 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 parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplemenmry 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 ofthe 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 of partial late deliveries, shall operate as a waiver ofthis provision. In the event ofany delay. the Purchaser shall have, in addition to other legal and equitable rcmcdia, 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 foreseeable which arc beyond its reasonable control and without its fault ofncgligence, such acts ofG d, acts ofcivil or military authontics. governmental priorities, finis, strikes. Bald, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Pumhamr within Five (5) days of the time when the Seller first received knowledge thereof. In the event of any such delay, the date of dclivety shall be extended for the period equal to the time actually lost by reason of the delay. 3.WARRANTY, The Seller worm, is 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 o' a similar nature. The Seller agrees to hold the purchaser harmless form any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach ofwarranty. 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 ofthc goods furnished hereunder (acceptance not to be unreasonably delayed), resulting fmm imperfect or defective work done or materials furnished by the Seller. Acceptance or use of good by the Purchaser shall not constitute a waiver ofany claim undo this wamnty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach ofany of the foregoing wammics or guarantees, but such liability shall in no event include loss ofpmfls or loss 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 trans by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may stake any changes to the terms, other than legal terms, including additions to or deletions from the quantities nngi..Ily ordered in the specifications or dmvvings, by verbal or written eM1ange order, If any such change affects the amount due of the time ofperformance hereunder, on equitable adjustment shall he made. 6. TERM [NATIONS. The Purchaser may at any time by written change order. terminate this agreement as to any or all portions of the grads then not shipped, subject to any equitable adjustment bnween rue panics as to any work or materials then in progress provided that the purchaser shall not be liable for any claims for anticipated profits no the uncomplctcd portion of the grads 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 am the Sellers standard stock. No such termination shall reline the Purchaser or the Seller of ayv ftheir obligations as to any goads delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thin (30) days from the date the change or tcroduariot is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants 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 good 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 hacby 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 of the 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 doe hereunder without the poor written consent of the other party. 10. TITLE. The Seller wamnts full, clear and unreshicted title to the Purchaser for all equipment materials, and items famished in performance of this agreement fore and clear of any and all liens. restrictions, reservation, security interest encumbrances and claims o'others. The Seller shall rcicace the Purchaser aad its contractors of any tier from all liability and claims of any nature resulting Form the performance ofsueh work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, ofccm and employees ofsueh party. The Seller's contractual obligations, including womanly, shall not be deemed to be reduced, in any may, because such work is perforated or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is requimd to use any design, device, material or process covered by letter, patent. trademark 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 other the completion of the work. In case said equipment. or any pan thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or part is enjoined. the Seller shall, at its own expense and at its option, citho procure for the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but nonieftinging equipment, or modify it so it becomes noninfringing. I5. INSOLVENCY. If the Seller shall become insolvent or bankrupt. make on assignment for the benefit of creditors. appoim a receiver or trustee for any of the Seller, property or business, this order may forthwith be canceled by the Purchaser without liability. I6. GOVERNING LAW. The definitions ofterms used or the interpretation of the agrecmem and the rights of all parties hereunder shall be can,tmed tinder and goveraal by the Imes of the State of Colorado, USA. The following Additional Conditions apply only in cues where the Seller is to perform work hereunder. including the services of Sellers Represcntative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall tarty on said work at Seller's own risk until the lime is fully completed and accepted, and shall, in case of any accident datmction or injury to the work an llor materials before Seller's final completion and acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchaser. When materials and equipment arc famished by others for installation or erection by the Seller. the Scllcr shall receive, unload. store and handle same at the site and become responsible therefor as though such materials and/or equipment were being famished by the Seller under the order. I A. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease henerns. 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 Inws 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 holiday in,snr. ace with bodily injury and death limits ofal least S300,I00 for any one person. S500,000 Joe any one accidentandproperty 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 Scllcrs or his contractors employees shall do any work upon the pmmiae, ofolhvr.,, the Seller shall famish the Purchaser with it certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been pmvided. Such certificates shall specify the data .when such compensation and insurance 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 hechy 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 of the work 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 officers, agents and employcm fmm and against one 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, emission or default on the pan of the Scllcr, tiny of his contractors. or any of the Sellers or eontmelors 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 ofany of his contractors or any of its or their effects, 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 incnrted 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 property ofthe Purchaser. or said panics in or as a result ofsueh snits or other proccedings. 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 rules and regulations issued pursuant thereto. Revised 0312010