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HomeMy WebLinkAbout474109 TOWERS WATSON DELAWARE INC - PURCHASE ORDER - 9143100 (2)Fort Collins Date: 08/04/2014 Vendor: 474109 PURCHASE ORDER TOWERS WATSON DELAWARE INC 1055 SOLUTIONS CENTER CHICAGO IL 60677-1000 PO Number Page 9143100 1of2 This number must appear on all invoices, packing sli s and labels. 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 2 Adjustment to 2014 Period Req # 47779 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.wrn 1 LOT EA 4,900.00 Total $4,900.00 Pay terms net 30 days 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 COMMERCLV,DEfAILS. Tax exemptions. By statute the City of Fort Collins is exempt from sure and local taxes. Our Exemption Number is 11. NON WAIVER. 98-01502. Federal Excise Tox Exemption Certificate, of Registry 84-6000587 is hiloterW with the Collector of Failure of the Purchaser to insist upon suict performance of the terns and conditions hereef, failure or delay to brought Revenue, Denvev Colorado (Ref. Colorado Revised StaWms 1973, Chapter 39-26. 114 hn) exercise any rights or remedies provided herein or by law, failure on promptly notify the Seller in due event of a breach, the acceptance ofor payment lot goods hereunder or approval rfthe design, shall not releas the Seller of Goods Rejected. GOODS RUEC rED due to failure m meets recifictuier, either when shipped or due m de@cos of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of wrinen porch rearm insist upon strict Performance hereof or any of its rights or remedies as to any such goads, regardless instructions from the City of Fun Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, not shall any purported oral modification or rescission of this purchas, order by the Purchaxr operate as a waiver of any of the turner Inspection. GOODS are subject to the City of Fort Collins inspection on arlvul, hereof. Fitul Acceptance. Receipt of the memba . services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. vuthoriud payment on race pan of the City of Fort Collins. However, it o to be understood that FINAL Seller and the Purchaser recognize that in actoal economicrehaag practice, ovem resulting form antitrust ACCF.PTANCEis dependentuponcompletlonifall appliablercquired inspection procedures. th r. Theremforefor good cause and m consideration for executing this violations am in fact home by e Purchase purchase ordcv the Seller hereby assigns a the purchaser any and ell claims a may now have or hereafter Freight Teets. Shipments must be F.O.B., City of Fun Collins, pW Wood St., Too Collins, CO 80522, unless acquired under federal or sate antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this order. if pemrisfon is given to prepay freight and drage 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, PURC I IASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufiremrem have distributing points in us Pans of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective gads by a dare to be agreed upon by the expecmd form the nearest distribution Point m , dommitim and excess freaght will be deducted from Invoice when Purchaser and the Seller, and fine Seller thereafter indicates its inability or n willingness to comply, the Purchaser shipments are made form greater dismare. may chum the work to be performed by the as, expeditious means arouribic to it, and the Seller shall pay al I casts associated with such work. Permits. Seller shall pmcurt at sellers sole cost all necessary parents, certficates and licemses required by all applicable laws, regulations, ordinances and rates of the sure, municipality, mdhory or political subdivision where The Seller shall mhose the Purchaser and its ontmeors of any tier from all liability and claims of any were the work is performed, or required by any other duly anstimled public authority hmingj irivlinion over fine work resulting from the performance of such work. of vendor. Seller further agrees to hold the City of Fare Collins harmless from and against all liability and loss incurred by them by reason of en asserted or established violation of any such laws, regulations, ordinances, files This release shall apply even in the event of fault of negligence of the pony released and shall extend to the and requirements. diremnm, officers and employees ofsuch party. Ar b uvri ion. All parties In this contour agree the, the rome anunives are, in fact, bona the and possess full and complete authority a bind said ponies. LIMITATION OF TERMS, This Purchase Order expressly limits acceptance to the terms and conditions stated herein act forth and any supplementary or additional tams and conditions annexed hereto or incorporated herein by reference. Any additional or different moms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you anar make complete shipment to ounce on your promised delivery dare as nand, lime is of the sousee, Delivery, and performance must be eRened within the time soared on the purchase order and the documents attached here,.. No acts of the Purchmers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition to other leg 1 and egmmble remedies, the option of placing this oNer elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages ;is a result of delaye due to causes not reasonably foreseeable which are beyond its reasonable control and without its fail, of oegligmer, such rats of God, acts of civil or military authorities, govemmenal priorities, fires, makes, read, epidemics, wars or dots provided the, notice of the conditions causing such delay is given ,o the Purchaser within five (5) it.,, of the time, when the Seller fig received kwwlW c thereof In the over, of any such delay, the data of delivery shall be extended for the proud dual so be,ime actrary for by reason fatigue delay. 3. WARRANTY. The Seller warrants 1ha, all goods, anides, materials rid work m mad by this ode, will conform with applicable drawings, specifestiom, samples andlor other descriptions given, will be fit for the proposes intended, and performed with the highest degree of care and competence in accordance with accepted standads for work of a similar nature. The Seller agrees 10 hold the purchaser himiless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of'w ncenty. The Seller shall replace, repair or make good, without .,Ito the purchase,. any defects or faults arising within one (1) year or within such longer Period of time as may be prescribed by law or by the terms of my applicable warranty provided by the Seller after the doe of acceptance of the goods fumishad hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials f ished by the Seller. Acceptance or um of goads by the Purchaser shall not conslimte a waiver of any claim under this wromay. Except as otherwise provided in this purchase order, the Sellers Iiabiliry hereunder shall extend to all damages proximately caused by the breach of envy of the foregoing warranties or guardmees, bet such liability shall in no event include dos of Mru or lass of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. Cl IANGFS Bi LEGAL TERMS. The Purchaser may site changes to legal perms by women change rude, 5. CI IANGES IN COMMERCIAL T ERMS. The Procurer may make any changes to the terms, other than legal terms, including additions to or deletions from ,he quantities originally ordered in the specifications or drawing, by vector or wriman change order. 11any such change affects the import due or dam time ofpefoamance hereunder, an equitable samoment shall be made. 6. TER611NATIONS. Thce Pi rchu er may a1 any time by women change order, maritime chin ege—t as to any or all pramors of due good than no, shipped, subject to any equitable adjnsrmat besween the panics as to any work or mammals then in progress provided that the Purchaser shall not be liable for any claims for auctioned Prof on the uncompleted portion of pine goods tanker work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which are the Sellers standard neck. No such importation shall relieve the Purchase or the Seiler crony (if their obligations as to any goods delivered hereunder. 1. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be msened within thirty (30) days from she date the change of mmnination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goads sold hereunder shall have been produced, sold, delivered and fumished in strict camphorate with all applicable laws and rtgulmiom to which the goods are subject. The Seller shall execute and deliver such douments as may be required in effect or evidence compliance. All laws and regulations squired m be incorporated in agrecmenu of this ff aromer art Not incorporated herein by this reference. The Seller agrees 10 indemnify and hold the Purchaser harmless from all rests 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 my monies due or to became due hereunder without the prior warren cogent of the other party. 10. TITLE. The Seller.. full, clear and comearimed lid, in the Particular for all equipmmt, mme,lala, and it. furnished in prof anre of this agreement, free and clear of any and all tiers, restrictions, reservations, sexual inters, encumbrances and claims of oNers. The Seller's contractual obligations, including warranty. shall not be deemed to be reduced, in any way, because such work is ImfomtN or caused to be perforated by the Producer, 14. PATENTS. Whenmer the Seller is required to use any design, device, malarial or process covered by lenen Pater, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser fmm any and all claims for management by reason of the use of such p eated deign, device, mammal or peers in connection with she commet, and shall indemnify the Purchaser for any ash expense m damage which it may be obliged to pay by reason of such infringement at any time during the prosmtion or after the completion of the work. In case said equipment, or any pan thereof or the intended use of the goods, is in such suit held m constitute infringement and the use of said eluipmem or pan is enjoined, the Seller shall, at its own expense and at its option, either preare for the Purchaser the right to continue using said equipment or par„ replace the sane with substantially equal but noninfringing auipment, or modify it so it becomes nnninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assigment for the benefit of creditors, appoint a corativer or m trree for any of the Sellers progeny or business, this actor may forthwith be canceled by the Purchmn without liability. 16. GOVERNING LAW. The defrnitiom of terms used or the interpretation of the agreement and the rights of all parries hereunder shall be compared under and governed by rise laws of the Sam ofColomdo, USA. The fallowing Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Repress mative(s), on the premises ore ch, 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 to the work andor ma trials before Sellefs foal completion and eccep,anre, complete the work in Sellers own expense and to the subsumes of the Purchaser. When materials and tyaipmo, one fumisaM by others for insulation or erection by fore Seller, the Seller shall receive, unload, Whom and handle same at The site and became responsible therefor res though such ma¢rials andlor expropriator were being f cat uhed 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, to its employees employed on or in connection with the work covered by this Somehow order, inat to their dependents in accordance with the laws of the stare in which the work is to be done. The Seller shall also tarty comprehensive general liability including, but not limited to, crmrectual and automrbile public timothy inmmnee with bodily injury and death limit, of at leant $3W,oW for any one peon, S muland or any e accident and property damage limit per accident of ShOff"t The Seller shall likewise require his commuctors, if any, to provide rut such conspereartion and mormance. Before any of the Sella or has mntrae s, employms shall do any work upon the premises of others, the Seller shall famish the Purchaser with a cedfate that such compensation and insurance have been phavided. Such wrdGcates shall specify the dam when such compensation and insurance have been provided. Such certificates shall specify the dare when such compensation and insumnce expires. The Seller agrees Nat such compensation and imumnce shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby msumes the entire hspasibiliry and liability for any and all damage, loss or injury ofany kind or nature whatsoever to persons or property caused by or resulting from the execution of the work Provided for in this purchase order or in transition herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers oRters, agents and employees from and against any and all claims, losses, damages, charges or r.,mvi whether, darter cr indirect and whelber to persons or property to which flr Practicer nay be put or sut by reason of any act, action, notion, omission or default on the Pan of the Seller, any of his ommclon, or coy of the Seller or contractors officers, agents in employes. In case any suit or other proceedings shall be brought make, Ne Purchaser, or its officers, agents or employees in any time on account or by reaon of any ao, action, neglect, omission or default of the Seller of any of his contractors or any of its or Nair officers, ngcn. or employees a aforesaid, the Seller hereby agrees to assume Ne defense thereof and to defend the same at the Sellers own expense, to pay any and all more, charges. avomrys fees and other expenses, any and all judgments that may be incurred by or obtained against the Pumhuer or any of its or their officers, agents or employees in such suits or other proceedings, and in case judgment or other lion be placed upon or obtained agtimt the property of the Purchaser, or said parties in or m a mull 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 lake all safety precautions, furnish and incof all funds necessary for the prevention of accidents, comply with all laws and regulations wish regard to safety including, but without limitation. the Occupational Safety and Hedth AN of 1970 and all males war regulariom issued pursuant therein. Raised OM014