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HomeMy WebLinkAbout474109 TOWERS WATSON DELAWARE INC - PURCHASE ORDER - 9123488PURCHASE ORDER PO Number Page City OfCollins � 9123488 1 of z ' `t Coll` i ns This number must appear 1 on all invoices, packing slips and labels. Date: 06/1512012 Vendor: 474109 TOWERS WATSON DELAWARE INC 1055 SOLUTIONS CENTER CHICAGO Illinois 60677-1000 Ship To: HUMAN RESOURCES CITY OF FORT COLLINS 215 N MASON, 2ND FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 06/14/2012 Buyer: DAVID CAREY Note: Line Description Quantity UOM Unit Price Extended Ordered Price Annual Usage Fee 1 LOT LS 125,760.00 Talent/REWARD Software Per Invoice# 150140028059, dated 05/25/12. Terms and Conditions of Watson Wyatt's Software License and Provided Services per Agreement signed 12/30/09. 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 $125,760.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Ordcr Terms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions, By stormy the City of Fan Collins is exempt form state and local taxes. Our Exemption Number is 98-M502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Starnes 1973. Chapter 39-26. 114 (a). Goods Rejected. GOODS REJECTED due to failure to racer specifications, either %,lien shipped or due to defects of damage in transit. may be mrmed to you for credit and arc not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS am subject to the City of Fort Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser to insist upon strict pefomancc of the terms and conditions hereof. failure or delay to exercise any right or remedies pmvided 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 any of the seminaries or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon .strict performance hercnforany ofits rights or remedies as to any such goods, regardless of when shipped. received or accepted, as to any prim or subsequent default hercunda, nor shall any purported oral modification or rcseicsion of this purchase order by the Purchaser operate as a waiver of any of the terms 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 pin of the City of Fort Collins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting form 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 Sella 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 90522. unless acquired under federal or state antitrust laws 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 Orion 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 part of the country. shipment is Ifthe Purchaser direct the Seller to correct nonconforming or defective goods by a date in be agreed upon by the expected from the nearest distribution point to destinnlion, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller flhreafter indicates its inability of unwillingness to comply, the Purchaser shipments are made form greater distance. may cause the work to be performed by the most expeditions means available to it and the Seller shall pay all cost associated with such work. Permit. Seller shall procure at sellers sale cast all necessary permits, certificates and licenses required by all applicable laws, regulations. ordinances and mlcs of the state, municipality, territory or political subdivision what the work is perfarmcd, 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 form and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, oninances, rules and requirements. Authorization. All panics to this contract agree that the representatives me, 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 hcrcin set forth and any supplementary or additional terms and conditions annexed herein or incorporated herein by reference. Any additinnnl or different rots and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immcdimcly if you cannot make complete shipment to arrive on your promised 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 heroin. No acts of the Purchasers including, without limitation, acceptance ol'pnnial late deli,crics, shall operate as a waiver of this provision. In the event ofany delay. the Purchaser shall have. in addition to other legal and equitable remedies, the option of placing 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 central and w'ithmtt it fault ofnegligence. such acts of God, acts ofeivil or military authorities governmental priorities, fires. strikes, flood, 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 when the Seller 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 of the delay. 3. WARRANTY. The Seller w ronants 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 of 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 Scllcrs breach of wamnty. The Seller shall replace, repair or stake 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 proscribed by law or by the terms of any applicable wamnty provided by the Seller after the date of acceptance of the goods fumishod hereunder (acceptance not to be unreasonably delayed), resulting form imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goads by the Purchases shall not constitute a waiver fany claim under this wamnty. Except as otherwise provided in this purchase order. the Scllcrs liability hereunder shall extend to all damages proximately caused by the breach ofany of the foregoing warranties or guarantees, but such liability shall in no c,car include Inca of profits or loms of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANCES IN LEGAL TERMS. The Putehasa may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the tans, other than legal arms, including additions to or deletions from the quantities originally ordered in the speeificatiorw or drawings. by verbal or written change under. If any such change affects the amount due or the time ofper(omancc hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, temmimuc this agreement as to any or all portions of the goods then not shipped, subject to tiny equitable adjustment betuxen 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 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 goods which arc the Sellers standard stock. No such termination shall mlicvc the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thin), (30) days form the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and Finished in strict contplianec with all applicable laws and regulations to which the goods are subject. The Seller shall execute and deliver such documents as may be requited to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character are hereby incorpoated herein by this reference, The Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages suffered by the Pmohascr 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 written consent of the other party. IO.TITLE. The Seller wantnis 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 ethers. The Seller shall release the Purchaser and its contractors of any tier form all liability and claims of any nature resulting foam the performance of such work. This release shall apply even in the ever of fault of negligence of the party released and shall extend to the directors, officers and employees of such party. The Scllers contractor] obligations, including wamnty, shall not be deemed to he reducal, in any way, because such work is perforated or caused to be perforated by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or prmcas covered by letter, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser form any rod 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 in pay by reason ofsuch infringement at any time during the prosecution or after the completion of the work. In case said equipment. or any part thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall, it 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 anninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankmpt make an assignment for the henefit of ere litoo, appoint a receiver 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 oftcrms used or the interpretation ofthe agreement and the rights of all panics hereunder shall be construed underand governed by the laws afthe State of Colnmdo, USA. The following Additional Conditions apply only in eases where the Seller is In perform work hereunder, including the services of Scllers Rcpresentative(s), on the premises ofonhcrs. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers own risk until the sac is fully completed and accepted, and shall, in case of any accident. destruction or injury to the work and/or materials before Scllcrs final completion and acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchaser. When materials and equipment arc fitmished by others for installation or erection by the Seller, the Seller shall receive, unload. 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. 18. INSURANCE. The Seller shall, at his own expense. provide for the payment of workers compensation, including occap bond disease benefits. to it employees empinycd 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 limit of at least 5300.000 for any one person, 5500.000 for any one accident and pruperty damage limit per accident of S400,O00. 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 Seller shall famish 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 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 adult damage. Ins. nr injury ofany kind or nature whatsoever to persons or pmpcny caused by or resulting form the execution ofthe work pmvided for in this purchase order or in connection herewith. The Seller will indemnify find hold hemrless the Purchnscr and any Or all of the Purchasers officers, 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 Pumhascr 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 Scllers or contractors affects. agents or employee%. 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, otnission or default of the Seller of any of his contractors 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 it 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 officer,, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property ofthc Purchnscr, Orsini panics in or as a result ofsuch suits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or omhem ise. The Seller and his contractors shall take all safety precautions, furnish and install all guards necessary for The pm%cnmiun 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 oll talcs find regulations issued pursuant therein. Revised 03/2010