HomeMy WebLinkAbout474109 TOWERS WATSON DELAWARE INC - PURCHASE ORDER - 9143100PO
PURCHASE ORDER 914310er Page
CI�I of PURCHASE
9143100 ' °f 2
F6r} Chisnumber must appear
,t—J`-, ` Collins1 1�7 on all invoices, packing
sli s and labels.
Date: 06/04/2014
Vendor: 474109
TOWERS WATSON DELAWARE INC
1055 SOLUTIONS CENTER
CHICAGO IL 60677-1000
Ship To: HUMAN RESOURCES
CITY OF FORT COLLINS
215 N MASON, 2ND FLOOR
FORT COLLINS CO 80524-4408
Delivery Date: 06/04/2014 Buyer: WILSON, JILL
Note:
Line Description Quantity UOM Unit Price Extended
Ordered Price
1 ANNUAL USAGE FEE FOR TR 2014
Invoice #150140180484
City of Fort Collins Director of Purchasing and Risk Management
This order is not valid over $5000 unless signed by Gerry S. Paul
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
126,624.00
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
1. COMMERCIAL DETAILS.
Tax amorphous. By statute the City of Fort Collins is exempt from state and load taxes. Our Exemption Number is
11. NONWAIVER.
98-0<502. Federal Excise Tax Exemption Certificate of Registry 84-611 is registered with the Collector of
Failure of the Purchaser to insist upon strict performance of the arms am conditions hereof, failure or delay to
Internal Revenue, Denver, Colorado (Ref. Colorado Revised Serum, 1973. Chapter 39-26,114 (a),
exercise any rights or remedies Provided herein or by law, failure to promptly notify the Seller in fbe event of a
breach, the acceptance arm payment for goad heeunder or approval of the design, shall not release the Seller or
Good Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to def«ts of
any of the warranties or obligations of this pumluse order and shall not be decimal a waiver of any right of the
damage in transit, mar, be rumored to you for credit and are not to be replaced except upon receipt of written
purchase,to insist upon strict performance hereof or any of is tights or remedies as to any such goods, regardless
instructions fmm the City of Too Collhs.
of when shipped, removed ar accepted, . to any prior or subsequent default hertmdeq nor shall any purponed
oral modification or mwissiun of this purchase order by the Puncher aperaa as, a waiver of any of the term
Inspection. GOODS are subject to the City of Fort Collins inspection on arrival.
hereof.
Final Acceptance. Receipt of the merchandise, m or equipment in response to this coder can result in
12. ASSIGNMENT OF ANTITRUS I' CLAIMS.
aithmised payment an the pan of the City of Ton Caitlin. However, it is to be understood that THAI,
Seller and be Purchaser accognim that in actual economic practice, overcharges resulting from antitmst
ACCEPTANCE is dependent upon completion of all applicable required inspection procedures.
violations are in fact home by the Purchaser. Theretofore, for geed 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 Perms. Shipments must be F.O.B., City of Fort Collins, 70D Wood St., TOO Collins, CO 80522. unless
acquired under federal or sate samonrsl laws for such overcharges relating to the particular goods or services
Otherwise specified an this oMer. If p mission is given a prepay freight and charge sorrowed ,the ca.,ne l freight
purchased or acquired by the Purchaser pursuant to this purchase order.
bill must accompany invoice. Additional charges for packing will not be accepted.
Shipment Distance. Where manufacturers have distributing Points in various pans of fie country. shipment is
expected from the nearest distribution point to dealnation, and excess (might will be deduced firms Invoice when
shipments are made from greater distance.
Permits. Sella shall ..as at sellers sole cost all necessary permits, certificates am dicers¢ required by all
applicable laws, regulations, ordivnews and rates of the state, municipality, amtory or political subdivision where
the work is performed, or nyoited by any other duly constituted public authority havingjurisdiction Over the work
of vendor. Seller further agrees to hold the City of Pon Collins tandem Tom and against all liability and lass
mencedt by them by reason Of an assened or established violation crony such laws, regulations, ordinances, rates
and requirements.
Aufuritation. All parties to this contract agree that the representatives arc, in fuel, bona fide and possess full and
complete antbnrity to bind said ponies.
LIM 1'rAl'[ON OF'I ERMS, This Purchase Order expmssly limits acceptance to the terms and conditions staled
herein set loth and any supplementary or additional mans imd conditions annexed hereto or incorporated herein by
reference. Any additional or different terms and conditions proposed by mile, am objected to and hereby rejected,
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately ifyou cannot make complete shipment to arrive oa your
Promised delivery ate in; noted. Time is of the oneme. Delivery and perfomtance most be effected within the time
stated on the purchase coder and fe documents mwched Menu. No acts of the Purchasers including, without
limitation, acceptance ofour ial ]are deliveries, said operate a a waiver of fis provision. In the Went of any delay,
the Purchuer shall have, in addition to other tell and equitable counties, the option ofplacing this order elsewhere
and holding the Seller liable fat damages. He%ever, the Seller shall nor be liable for damages as a result of delays
due to causes not reasonably foreseeable which are beyond its reasonable cannot) and without its fault of negligence,
such acts of Gal, acts ofeivil or milirary authorities, gmammrntal priorities, Eres. strikes, flood, epidemics, wars or
hots provided that notice of the conditions causing such delay is given to the Primitive, within five (5) days of the
time when the Seller first received knowledge thereof In the event Of any such delay, the dare of delivery shall be
extended for the period equal l0 the time actual ly Ion by reason of the delay.
3. WARRANTY.
1'he Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable
don inga, specifications, samples and/or other descriptions given, will be fit for fie 'arfew, inandod, and
perforated with flat highest degree Of rare and competence in accordance with accepted standards for work of a
mile nature. The Seller agrees to hold the purchaser hamtlem from any loss, damage or expense which the
Purchaser may suffer or incur on account of the Sellers breach of warrany. The Seller shall replace, repair or make
good, without cost to the purchaser, any defects or faults acting within one (1) year or within such longer period of
time on may be prescribed by law or by fie terms army applicable warranty provided by that Seller after the der of
acceptance of the goods furnished hereunder (acceptance not be immeasurably delayed), resulting from imperfect
or defective work done or materials famished by the Seller. Acceptance or use Of good by the Purchaser shall nod
comlimte a waiver of my claim under this warranty. Except as otherwise recorded in this purchase Order, the Sellers
liability hereunder shall extend in all damages proximately exa ed by the breach of any of the foregoing warranties
or gmrantees, bur such limiliD, shall in no event include loss of pots 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 terms by wrown change Order.
5. CHANGES IN COMMERCIAL TERMS.
The Porch —sr may make any shame, rn the moss, other than legal tams, including additions to or deletions from
the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such
change aliens the amount doe err the time of performance hereunder, an equitable adjustmert shell be made.
6. TERMINATIONS.
The Purchaser may at any time by written change order, terminate this agreement as many or slit potions of the
goods then notshipped, subject ne any equitable adjustment between the ponies as to any work or materials then in
Impact provided that the Pumhzser shall not be liable for any claims for anticipated profits on the uncompleted
ronion of the guests and/or work, for incidental or consequential damages, am that no such adjustment we made in
favor of the Seller with attract to any goods which am the Sellers standard stock. No such termination shall relieve
the Puahuser or the Sella at o, of their obligations as to any gouts delivered hereunder.
T CLAIMS FOR ADJUSTMENT.
Any claim for adjustment must be asserted within thirty (30) days from the data the change or automation is
ordered.
S. COMPLIANCE WITH LAW.
The Seller warrants that all goods sold hereunder shall have been Produced, sold, delivered and Rotational in son
compliance with all applicable laws and regulations to which the good are subject. The Seller shall execute and
deliver such documents as may be retained to effect or evidence compliance. All was and regulations required to be
ncorpomad in agreements of this character am hereby incur paned herein by this reference. The Seller agrees m
indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a result of flat
Sellers failure to comply with such law.
9. ASSIGNMENT.
Neither party shall assign transfer, or convey this oMe, or by monies due in to become due hereunder without the
poor written consent of the other parry.
10. TITLE.
Thc Seller warrants full, clear and umewricud title to the Purchaser for all equipment matemd , and items Shimmed
in serf anee of fis agreement Bee and clear of my and all liens, restrictions, resmatio.. sautiry intent
rncumb uncea and claims of others.
I3. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
Ifm, Purchaser directs the Seller Io correct nonconforming Or detective good by a dare to be aired upon ti the
Purchaser and the Seller, and the Seller thereafter militaries its inability err unwillingness to comply, the Purchaser
may cause the work to be performed by the most expeditions mean available to it, and me Seller shall pay all
costs asmelaled with such work.
The Seller shall release the Purchaser and in contractors of any her from all liability and claims of any nature
nutting from the performanm of such work.
This releae shall apply even in the event of fault of negligence of the party released and shall extend to the
directors, officers and employees of such any.
The Sellers conformal obligations, including waruny, shall nor be decimal to be reduced, in any way, because
such work is perforated or ..it to be Performed by the Purehsa.
14. PAT ENTS.
Whermvcr the Seller is required to use any design, device, naterial or process covered by letter, parent, trademark
or copyright the Seiler shall indemnify, and save harmless the Purchaser Tram 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 ever, expense Or damage which it maybe obliged to Pay by wawn Of such
infringement at any time during the prosecution or after the completion of the work. In case said equipment, or
any For thereof or fie intended sun of the goods, is in such suit held to consfimm infirm,no m and the use of
said equipment or pan is enjoined, the Seller shall, at its own expense and at its option, either procttm for fie
Pumlusa the right to continue using said equipment or puts, replan the same with substantially equal but
moninfn'nging equipment, or modify it so it becomes nonianinging.
15. INSOLVENCY.
If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a
receiver at trustee for any of the Sellers property or business, this order may forthwith be canceled by the
Pontificate without liability.
it, GOVERNING LAW.
The definitions arteries used or the interpretation of the agreement and the rights of all putties hereunder shall be
construed under and governed by fie laws of the State of C'olomdo, USA.
The fallowing Additional Conditions apply only in cases where the Seller is to perfamt work hereunder,
including the services of Sellers Represenmtive sk on the premises of ofers
Il. SELLERS RESPONSIBILITY.
The Seller shall easy, on said work al Sellars own risk until fie same is fully completed and accepted, end shall,
in use of any accident, destruction or injury to fie work ardor maferiak before Sellers Goal completion and
acceptance, complete the work at Sidlefs own expense and to fie satisfaction of the Purchaser. When materials
and equipment are famished by others for installation or arection by the Sella, the Seller shall receive, unload,
store and handle same at the site and become eapoasible therefor as Tough such materials ani equipment
were being fumislad by the Seller coda fie order.
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 purchmr order,
and/or to their dependents in accordance with the laws of the state in which fie work is to be done. The Seller
shall also cony comprehensive general liability including, but not limited to, contractual and automobile public
liability insurance coif Wilily injury and death limit, of at least 5300,000 No any one prams., Scorn OOO life any
one accident and property damage limit per accident of S40.000. The Seller shall likewise require his
contractor, if any, to provide for such compm-nion and it n e. Before any of the Sellers or his conscious
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 cenificams shall specify the dam when such
compensation and insurance have been provided. Such ocrifican shall specify the dam when such compenation
.it insurance expires. The Seller agree Out such compensation and insurance sbull be maintained until offer the
entire work is completed am accepted.
19. PROTECTION AGAINST ACCIDENTS AND DAMAGES.
The Seller hereby ass -the-law responsibility am liability for any and all damage, 1. car injury or., kind
or nave adowsmxr to pasmts or property caused by or resulting fmm the execution of the work provided fie in
this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any
or all of the Purchasers olTrces, agents and employees from and against any and all claims, lasses, damages,
charges or expenses, whether direct or indirect, and whether to person or progeny in which the Purchaser may
be put or subject by wars n of any net, action, neglect, omission or default on fie pan of the Seller, any of his
ontraction, or any of the Sellers or ontractors officers, agents or employee& In case any suit or other
proceedings shall be brought against the Purchase, or its officers, agents or employees at sty 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 is or
their officers, agents or employees as aforeruid, the Seller hereby agrees to assume the defense thereof and to
defend the same at the Sellers own expense, to pay any and all casts, 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 Officers,
agents or employees in such suits or other proceedings, and in case judgment or Other lien be pluced upon or
Obtained against the property of the Purchase, or said parties in or as a read, Of 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 contractors shall take all safety precautions, famish and install all pards necessary fat the prevention of
accidents, comply with all laws and regulations with regard Is safety including, but without hmitaion, the
Occupatimul Safety will Health Act of 1970 and all pales and regulations issued pursuant themo.
Revised 03Q010