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HomeMy WebLinkAbout498201 SLALOM CONSULTING - PURCHASE ORDER - 9120626City of Frt Collins Date: 01/30/2012 Vendor: 498201 SLALOM CONSULTING 1999 BROADWAY SUITE 2250 DENVER Colorado 80202 PURCHASE ORDER PO Number Page 9120626 loft This number must appear on all invoices, packing slips and labels. Ship To: MIS CITY OF FORT COLLINS 215 N MASON, 3RD FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 01/30/2012 Buyer: ED BONNETTE Note: PER STATEMENT OF WORK DATED JANUARY 11, 2012 FROM DAVID CUTLER TO JAMIE HECKMAN FOR EMAIL MIGRATION SUPPORT. Line Description Quantity UOM Unit Price Extended Ordered Price CONSULTING EMAIL MIGRATION J.HECKMAN CiZc�6?.6 10� L"r� 3o2 _ y510. 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 1 LOT LS 26,400.00 Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tenns and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt fmm more and local taxer. Our Exemption Number is 11. NONWAIVER. 95-04502. Federal Excise Tax Exemption Certificate of Regsuy 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 to Internal Revenue. Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26. 114 (n). exercise any rights or remedies pmvidcd herein or by law, failure to promptly notify the Seller in the cvcnt of a breach, the acceptance of or payment for good hereunder nr approval of the 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 warranties or obligations of this purchase order and shall not be deemed a waivar of any right of the damage in transit. may be returned to you for credit and are not to be deplaced except upon receipt of written purchaser to insist upon strict performance hercefor any of its 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 hereunder, nor shall any purported anal madifiestion or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS am subject to the City of Fart 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 Seiler and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall 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 must be F.O.B., City of Fort Collins. 700 Wood St.. Fort Collins, CO 86522. 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 point, in various parts of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or dcfemive goods by a date to be agreed upon by the expected from the nearest distribution Point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seiler, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments arc made from greater distance. may cause the wort: to be performed by the most expeditious means available to it, and the Seller shall pay all costs associated with such work. Permit,. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and talcs 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 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 tin asserted or established violation of any such laws, regulations, onlin or ces, talcs 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 feuth and any supplcmcntary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller arc objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if yen cannot make complete shipment to arrive on your premised delivery date as noted. Time is ofthe essence. Delivery, and performance must he effected within the time stated on the purchase order and the documents artached hereto. No as of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver oftois provision. In the event ofany delay. the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplocing this order elsewhere and holding the Seiler liable for damages. However, the Seller shall not be liable for damages as a result of delays due to causes rim reasonably foreseeable which am beyond its reasonable control and without its fault ofnegligence. such acts of God, acts fcivil or military authorities, governmental priorities, fires, strikes, 0atd, epidemics wars or riots provided that notice of the conditions causing such ddap is given to the Purchaser within five (5) days of the time when the Seiler 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 reason ofthe delay. 3. WARRANTY, The Seller wamnts that all gads. 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 cam and competence in accordance with accepted standards for work of n similar, nature. The Seiler agrees to hold the purchaser harmless from any toss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of wamnty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (I) year or within such longer period of time as may he prescribed by law or by the terms ofany applicable warranty pmvidcd by the Seller after the date of acceptance of the good, furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this wammy. 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 wnmtnics or guarantees, but such liability shall in no event include loss of profits 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 tcros 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 fmm the quantities originally ordered in the specifcar mu, or drawings, by verbal or women change under. If any such change affects the amount due or the time efperformance 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 gads then not shipped, subject to any equitable adjustment barman the parties 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 good and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any good which arc the Scllcrs standard stock No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any gads delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be recorded within thirty (30) days from the date the change or termination is ordered. R. COMPLIANCE WITH LAW. The Seller warrants that all good sold hereunder shall have been produced, sold, delivered and furnished in .strict compliance with all applicable laws and regulations to which the goods arc subject. The Seiler 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 been 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 due hereunder without the prior written consent of the other party. 10. TITLE. . The Seller warms 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 contactors of any tier Tom all liability and claims of any name resulting from the pertommncc ofsuch work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, officers and employees ofsuch party. The Seller's 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 later, patent, mdemark or copyright the Seiler shall indemnify and save harmless the Purchaser Farm 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 cast expense or damage which it may be obliged to pay by mason ofsuch infringement at any time during the prosecution or after the completion of the work. In case said equipment, or tiny pan thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of mid equipment or part 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 same with substantially equal but noninfringing equipment, or modify it so it becomes nnninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankropt, make an assignment for the benefit of creditors, appoint a receiver or trio cc for any of the Scllcrs property or business. this order may forthwith be canceled by the Purchaser without liability. 16, GOVERNING LAW. The donnitions fterms used or the interpretation ofthe agreement and the rights of all panics hereunder shall be construed under and governed by the laws ofthe State of Colorado. USA. The following Additional Conditions apply only in cases where the Seiler is to perform work hereunder. including the services of Scllcrs Represcatarivas), on the premises of others. 17. SELLERS RESPONSIBILITY. The Sella.,hall carry on said work at Sellars own risk until the same is fully completed and accepted, and shrill, in case of any accident destruction or injury to the work and/or materials before Seller's final completion and .acceptance, complete the work at Scllcrs 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, unlood. store 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. 19. INSURANCE. The Seller shall, at his own expense, provide for the payment of oorkers compensation, including occupational disease hawfits, 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 general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at h ast 5300.000 for any one person, S500.0110 for any one accident and property 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 eny work upon the premises nfothcrs. the Seller shall furnish the Purchaser with a eenifinte that such compensation and insurance have been provided. Such ecnificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date 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 hereby assumes the entire responsibility and liability for any and all damage, loss or injury ofany kind to nature whatsneva to Persons or property caused by or resulting form the exeeulinn 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 employees fund and against any and all claims, losses. damages, charges or expenses, whether direct or indirect. and whether to persons or propcny 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 Sellars or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers, agents at 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 Ihcir officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and in 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 Purchnser or any of its or their officers, agents or employees in such suits or other pmccedings, and in case judgment or other lien he placed upon or obtained against the property ufthe Purchaser. Or said parties in or as a result ofsuch suits or other proceedings, the Seller will at once cause rho same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractor 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 misty including, but without limitation, the Occupational Saferyend Health Act of 1970 and all roles and regulations issued pursuant thereto. Revised 0i/2010