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HomeMy WebLinkAbout498201 SLALOM CONSULTING - PURCHASE ORDER - 9120626 (2)City of art Collins Date: 04/0512012 PURCHASE ORDER Vendor: 498201 SLALOM CONSULTING PO BOX 84904 SEATTLE Washington 98124-6204 PO Number Page 9120626 1of2 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: 01130/2012 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 2 ADDENDUM TO PO #9120626 1 LOT EA 2,640.00 ADDED PER M.CARR EMAIL DATED 4/5/12. -ECB Total $2,640.00 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 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. To, exemptions. By statute the City of Fm Collins is exempt man .state and local taxes. Our Exemption Number is 11. NON WAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Parchnscr In insist apnn strict performance of the Isms and conditions hercnf, failure or delay to Internal Revenue, Denver. Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (n). exercise any rights or remedies provided herein or by lam, failure to promptly ootifv the Seller in the event ofix breach, the acceptance of or 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 warranties or obligations of this purchase order and shall not be deemed a waiver of nny right of the damage in transit. may be returned to you for credit and arc not to be replaced 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 Cio, of Fort Collins. of when shipped, received m ueeepted, as in any prior Or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Parchnscr opcone as a waiver of nny of the terms Inspection. GOODS arc subject to the City affect Collins inspection an arrival. hercnf. Final Acceptance Receipt of the merchandise, services or equipment in response m this Order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins. Noovver, it is to be understand that FINAL Seller and the Purchaser recognize that in actual economic practice, oercharges resulting from antitrust ACCEPTANCE is dtMendem upon completion of all applicable required inspection procedures. violations are in fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby as. fats to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments must he F,O.II.. City of Fort Collins, 700 Wood St., Fort Collins, CO 80522, unless acquired under federal or state amitmst laws for such overcharges relating to the particular goods or services chemise 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. hill 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 pans of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or dcfcc[ivc goods by a date to be agreed upon by the expected from the nearest distribution point to deatination. and excess freight will he deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability Or unwillingness to comply, the Purchaecr shipments are nude from greater distance. may cause the work to be performed by the must enpri itlsns means available to it. and the Scllcr shall pay all costs associated with such work. Permits. Seller shall procure at sellers sale cast all necessary permits, cenificams 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 .,her duly constituted public authority having jurisdiction over the work of vendor. Seller fonhcr agmes to hold the City of Fort Collins hamicss from and agrinsf all liability and loss incurred by them by reason craft asserted or established vinbtinn of any such Ina,. regulations, onlinaneen, odes and requirements. Anthorizmion. All parties to this contract agree that the representatives are, in fact, bona fiat and possess cell and complete authority to bind said panics, LIMITATION OF TERMS. This Puri Order expressly limit, acceptance to the terms and] conditions sated herein set forth and nny supplementary or additional lemu and conditions annexed hereto or incorporated herein by rcfcrcncc. Any additional or different heads and conditions promsed by Scllcr arc objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make capletc shipmem to mawe on your promised delivery date as noted. Time is of the escence. Delivery and performance must be effected within fire time stated on the purchase order and the documents attached hercro. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event of anv delay, the Purchaser shall have, in addition to other legal and equitable ¢medics, the option ofplocing this order elsewhere and holding the Seller liable for damages. Hmvcveq the Seller shall nol be liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond its reasonable control and wilhnm its fault of negligence. such acts ofGmL acts ofeivil or military authorities, governmental pdoritics. fires. strikes, food, 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 ahca the Seller first received knowledge thereof. In the evcm of any such delay, the date cf delivery shall be extended for the period cWal to the time actually lost by reason of [he delay. 3. WARRANTY. The Seller wamnrs that all good, 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 standard, for work of a similar nature. The Seller agrees to hold the purchaser harmless from any Inns, damage or expense which the Purchaser may suffer or incur on accoum of the Sellers breach of warmnty. The Seller.shall replace, repair or make good, without cost to the purchaser any defects or faults arising within one (q year or within such longer period of time as may be prescribed by law or by the rends of any applicable warranty, pm%ided by the Set tern her the date of acceptance of the goods f rdshed hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or dcfecrive work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not continue a waiver ofany claim under this wamnty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately "used by the breach of any of the fmcmdng wamntics or guarantees, but such liability shall in no event include loss of profits of loss of use. NO IMPLIED WARRANTY OR M ERCHA NITABI LITY OR OF FITN F.SS FOR PURPOSE SI IA I.L. APP LY. 4. CHANGES IN 1. EGA I. TERMS. The Purchaser may make chances to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may retake any changes to the terms, other than legal toms, including additions to or deletions from the gnanikics originally ordered in the specifications or drawings, by verbal or v.riuca change order. If any ,such change affects the amount due or the time of perfom rues. hereunder, an equitable adjustment shall be made. b. 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 anv cgnimble adjustment between the panics as to any work or materials then in progress pmided that the Purchaser shall not be liable for any claims for anticipated pmfts on the oncomplctcd portion of the goods and/or work, for incidental or consequential damages. and that no such adjustment be made in favor of the Seller with respect to any grads which arc the Sellers standard stock. No such termination shall real ieve the Purchaser or the Seller of any of their obligations as to any goad, delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asscncd within thinly (301 days front the date the change or termination is ordered. S. COMPLIANCE WITH LAP', The Seller warrants that all goods sold hereunder shall have been produced. sold, delivered and furnished in strict compliance with all applicable laws and reguations to which the goods arc subject. The Seller shall execute and deliver such documents as may be required m effect orevidcnec compliance. All laws and regulations required to he incorporated in agreements of this character are hereby incorporated herein by this rcfcrcncc. The Seller agnecs 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 Inv. 9. ASSIGNMENT. Neither party 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 Sellerwamnts 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 rev tier from nil liability and claims of any nature resulting fmm the performance afsuch work. This release shall apply even in the event of Onilt of negligence of the parry released and shall extend to the directors, offecrs and employees ofsuch party. The Selicr.s contractual obligations, including wamnty, shall not be deemed to be reduced, in any say, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Nk'hcnever the Scllcr is required to use any design, device, material or process eavcred by loner, patent trademark m copyright the Seller shall indemnify and saws. 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 indcmnify Ilie 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 of the work. In case said equipment. or any part thcrcof or the intended use of the good,. is in such suit held to constitute infringement and the use of mid equipment or pan is enjoined, the Seller .shall. at its own expcmc and at its option. either procure for the Purchaser the right to continue using said equipment or parts, replace the more with substantially equal but mninfringing equipment m modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or hankntpl, make an assignment for the benefit of creditors. appoint a rcccivcr or trustee for any of the Sellers property or business, this Order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of tames used or the interpretation of [he agreement and the rights ofall panics 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 perford work hereunder, including the scrv'ices of Sellcrs Representative(%), on the pmmise, afothers. 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 destruction or injury in the work and/or materials before Settees final completion and acceptance, complete the work at Sellers turn expense and to the satisfaction of the Purchaser. When materials and equipment arc famished by others for installation or erection by the Seller. the Seller shall receive, anload. store and handle same at the site and become responsible Iberefor as though such materials and/or equipment were being Tarnished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits in 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 he 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 Ix of S300,010 for any one person. $500,00) for any one accident and Property damage limit per accident of S400,000. The Seiler shall likewise require his contractors. if any, to provide for such compensation and insurance. Before any of the Sellers ar his contractors employees shall Ao any work upon the pnniises ofoluers, the Seliv shall furnish the Parchnscr with a cenificatc that such compensation and insurance have been provided Such certificates shall specify, the Arne 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 mail after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby asaumcs the entire responsibility and liability for any and all damage. loss or injury efony kind or nature whm%ocvcr to persons ar property caused by or resulting front the execution ofthe work provided for in [his purchase order Or in connection herewith. I lie Seller will indemnify.and hold hamdess the Purchaser and any or all of the Purchasers ofieem, agents and croployces from and against any and Al claims. Insscs, drvmgcs. charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser airy be put or subject by reason of any act, action, ncglat omission or default on the pan of the Scllcr, any of his contractors. or any of the Sellcrs or contractors Officers, agents at employees. In else any .suit or other proceedings shall be brought against the Purchaser. or its officers. agents or emplovees at any time on account or by reason of any act, action, neglect, omission or defult of the Seller of any of his eonmetnrs or any of its or their effects. agents or employees as aforesaid, the Seiler hereby agrees to assume the defense thereof and to defend the same at the Scllcr own expense, to pay any and all costs, charges, attorneys fees and other expenses, any and all judgments dirt may be incurred by or cultured against the Purchaser or any of its or their officers. .agents or employees in such suits or other proceedings, and in ease judgment or other lieu he placed upon or obtained against the property of the Purchaser, err said panics in or as a result o'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 contactors shall take all safety precrnilions, 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 I Iealth Act of 1970 and all ndes and tern cations issued pursunnl Ihcmto. Revised 03/2010