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HomeMy WebLinkAbout106536 MILLIMAN INC - PURCHASE ORDER - 9122007City of /0,.F�o_rt Collins Date: 04/09/2012 Vendor: 106536 MILLIMAN INC 1400 WEWATTA ST SUITE 300 DENVER Colorado 80202 PURCHASE ORDER PO Number Page 9122007 1 1of2 This number must appear on all invoices, packing slips and labels. Ship To: ACCOUNTING DIVISION CITY OF FORT COLLINS 215 N MASON, 2ND FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 04/06/2012 dyer: JAMES O'NEILL Note: Line Description Quantity UOM Unit Price Extended Ordered Price ACTUARIAL SERVICES 1 L LS 24,000.00 ACTURARIAL SERVICES 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 $24,000.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Ordcr Teens and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt form state and local taxes. Our F.xcmpti on Nombcr is 95-11 F'cdaal Excise Tax Exemption Certificate of Registry 94-6000587 is registered with the Collector of Internal Revenue. Denver, Colorado (Ref. Colorado Revised staNtcs 1973. Chapter 39-26. 114 tnL Goods Rejected. GOODS REJECTED due to failure to meet .specifications, either when shipped or due to defects of damage in transit, may be rammed to you for credit and are not to be replaced except upon receipt of written insmmtians from the City of Fart Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser no insist upon strict performance of the toms and conditions hereof, failure or delay to exercise any rights or remedies priwided herein or by law, failure to promptly 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 any of the wamnnics or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict performancc hermfor any of its rights or remedies as to any such goods, regardless of when shipped. received or accepted, as to any prior or subsequent default hereunder. nor shall any purported oral madificraion or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms hereof. Final Acceptuncc. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF AN'HTRUS'T CLAIMS, authorized payment on the part of the City of For 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 precodurcs. viairtion, arc in fact borne by the Purchase,. Theretofnrc, 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.R., City of Fort Collins 7W Wood St.. Fort Collins CO 90522, unless acquired under federal Or state antitrust laws for such overcharges relating to the particular gilds or services otherwise specified on this order. If pcmrission is given to prepay freight and charge separately, the original frcigm purchased ar acquired by the Parchnscr pursuant to this purchase aide, bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufaehimm have distributing points in various parts of the country. shipment is If the Purchaser directs the Seller to correct nonconforming Or defective goods by a Ante to be as cad upon by the expected from the nearest distribution point to destination, and excess freight will be dedacted from Invoice when Purchaser and the Se11eq and the Seller thercaner indicates its inability or unwillingness to comply, the Purchaser shipments arc made form greater distance. may cause the work to be performed by the most expeditious means available to it and the Seller shall pay all costs assnci.mil with such work. Permits. Seller shall procure at sellers sole cast all accessary permits, eertiBcatcs and licenses rcgnimd by all applicable laws, regulations ordinances and rules of the state. municipality, territory or political subdivision where the work is palmomd. or roquircd by any other duly constitnted public authority having jurisdiction over the work of vendor. Seller lurlber agrees to hold the City of Fort Collins hamlet from and against all liability and lass incurred by them by reason of an asserted or established violation of any such laws, regulmions ordinances mles and requirements. 1. Aathomation. All parties to this contract agree that the representatives are. in fact, barn 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 anysupplementary or additional tcmu and conditions annexed hereto or incorporated herein by reference Any additional or din'emm terms and conditions pmpmcd by scllerarc objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyou cannot make complete shipment in arrive on your promised delivery dine as noted. Time is of the essence. Delivery and performance must be cffemal within the time stated an the pnrch.asc order and the documcros attached hereto. No acts of the Purchasers inclod i ng, without limitation, acceptance ofpatial late delivoTICa, shall operate as a uvivcr of this prevision. In the even, of anv delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing this order Clsewh m and holding the Seiler liable for damages. However, the Seiler shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond its masonablc control and without its fault of negligence. such acts of Gad. acts ofeivil or military authorities. govommental priorities, fires. strikes, food, epidemics wars or dots provided that notice of the conditions causing such delay is given to the Purchaser within fi%, (5) days of the time when the Seller first received knowledge thereof. In the event of any such delay, the date Of del ivcry shall be extended for the period equal to the time acma l ly lost by reason of the delay. 3. WARRANTY. The Seiler ,.mats that all goods, articles, materials and work covered by this order will conform with applicable dmwines, 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 of a similar nature The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Pwehuer may su Hcr or incur on account of the Sellers breach of warnmy. The Seiler 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 be prescribed by law or by the terms of any applicable wamnty provided by the Seller aAcr the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting front imperfect or defective stork done or materials fomished by the Set Ter. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim trader this wamnty. Except as otherwise provided in this purchase order, the Sel lets liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wamaties or guamatees, but such liability shall in no event include loss of profits or loss of use. NO I,M 11.1 ED WARRANTY OR M ERCHANTADI LITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4, CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal toms 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 speeificmim s or drawings, by verb..+I or written change undo. If any such change affects the amount due or the time ofperfomanee hereunder. an equitable adjustment shall be made. b. TERMINATIONS. The Purchaser may at any time by written change order. teminate this agreernem as to any or all fractions of the goods then net shipped, subject to any equitable adjustment between the panics as to any work or materials then in pmeress 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 adjustmcnl be made in favor of the Seller with respect funny goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods dclivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Amy claim for adjustment must he asserted within thirty (30) days from the date the change or termination is ordered. R. COMPLIANCE WITH LAZY. The Seller smarts 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 Seller shall execute and deliver such documents as may be required to effect crevidcncc compliance. All laves and regulations required to be incorporated in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser hamilcss from all costs and damages suffered by the Purchaser as 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 wrincn consent of the other party. 10. TITLE. The Seller warms full, clear and unrestricted title to the Purchaser for all equipment, materials, and items fumishcd in performance of this agreement, free and clear of any and all liens restrictiom. reservations security inhercst encumbrances and claims of Others. The Scllcr shall release the Purchr er and its contractors of anv tier from all liability and claims of any nature resulting from the performance ofsuch work. This release shall apply even in the went of fauh of negligence of the party released and shall extend to the directors, olTccrt and employees of such parry. The Sellers enntracmal 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 proses, covered by letter. patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser form any and nil 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 al any time during the prosecution or zOcr the completion of the work. In case said cquipnant or any part 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 nuninfringing equipment. or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall bccome insolvent or bankrupt, make an assignment for the benefit of creditum appoint a receiver or trustee for any of the Sellers Property or business, this order may forthwith be canceled by the Parchnacr withom liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation of the agreement and the rights of all parties hereunder shall be construed under and governed by the laws of the State of Colorado. USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the services of Scllcrs Representative(,), an the promises ofothcm. 17. SELLERS RESPONSIBILITY. The Seller 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, dcstmetion or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Sellers own expense and to the satisfaction of the Pnahaser. When materiels and equipment arc Famished by others for installation or erection by the Seller, the Sellershall receive, unload. store and handle same at the site and become responsible therefor as though such materials and/or equipment were being fumishcd by the Seller under the nrer. IS. INSURANCE. The Seller shall, at his own expense. Provide for the payment of workers compensation, including occupational disease benefits. to its employees employed on or in connection with the work covered by this purchase order. and/or to their dependems in accordance with the laws of the 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 hodily injury and d.1h limits of vt least S?OnpoO for any one person S500,000 for any one accident and property damage limit per accident of S400,000. The Seiler shall likewise require his contractors. if any, in 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 Seller shall furnish the Purchaser 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 certificates shall specify the dac when such compensation and insurance expires. The Scllcr agrees that such compensation and insurance shall he mnintaincd until after the entire work is completed nail accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby aaumce the entire responsibility and liability for any and all damage. loss or injury ofary kind or nature whatsecver to persons or property' caused by Or modiing from the cxcemin t of the work provided for in this purchase ardcror in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any err all Of the Pu¢hasem offacem, agents and employees from and against any and all claims, losses. damages. charges or expenses whether direct or indirect, and whether to persons or properly to which the Pamhnscr may be put or subject by mason of any act, action, neglect, Omission or default on the pan of the Scllcr, any of his contractors, or any of the SCIIcrx or contractors oReers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its ofiiccm agents or employees at any time on account or by manna of any act, action, neglect omission or default of the Seller of nny of his contractors or any of its or their oRcas, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Scllcrs own expcasc, to pay any and all casts, charges, attorneys Ices and other expenses. any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their offaccm. .agents or cmplovccs in such suits or other proccodings, and in ease judgment or other lien be placed upon or obteincd against the property of the Purchaser. or said panics in or as a result of such snits or other pmeccdiags, the Seller will at once cause the same to be dissOlvc i and discharged by giving bond or otherwise The Scllcr 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 linmiation, the Occupational Safety and Health Act of 1970 and all mles and regulations issued pursuant thereto. Revised 0312010