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HomeMy WebLinkAbout476648 NOVAK CONSULTING GROUP - PURCHASE ORDER - 9152149City of Fort Collins Date: 04124/2015 Vendor: 476648 NOVAK CONSULTING GROUP 210 GLEN MARY AVE CINCINNATTI OH 45220 PURCHASE ORDER PO Number Page 9152419 1of2 This number must appear on all invoices, packing slips and labels. Ship To: CITY MANAGER CITY OF FORT COLLINS 300 LAPORTE AVE CITY HALL WEST- 1ST FLOOR FORT COLLINS CO 80521 Delivery Date: 04/23/2015 Buyer: PAUL, GERRY Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 Council Retreat Facilitation 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 Total Invoice Address 10,000.00 1 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Purchase Order Terns and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is I I. NONWAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 844,000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terns and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 114 (a), exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Sella of Goods Rejected. GOODS REJECTED due to failure to roeet 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 any right of the damage in transit, may be resumed to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict perfomnantt hereof or any of its rights or remedies as to any such goods, regardless instructions from the City of Fort Collins. of when shipped, received or accepted, u to any prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. 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 part of the City of Fan 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 compMion of all 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 Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments most be F.O.B., City of Fort Collins, 700 Wood St., Fort Collins, CO 80522, 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 order. bill must accompanv invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice what shipments are made from greater distance. Permits. Sella shall procure at sellers sole cost all necessary pemnits, certificates and licenses required by all applicable laws, regulations, ordinances and notes -of the stale, municipality, territory or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Sella further agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and requirements. Authorization. All parties o this contract agree that the representatives are, in fact, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the tams and conditions stated herein set ford and any supplementary or additional terns and conditions annexed harem or incorporated herein by reference. Any additional or different terms and conditions proposed by sell= are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date es anted Time is of the essence. Delivery and performance most be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate u a waiver of this provision. In the event of any delay, the Pumhasa shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Sella liable for damages. However, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which me beyond its reasonable control and without its fault of negligence, such acts of God, acts of civil or military authorities, governmental priorities, fires, strikes, Rood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purehas= within five (5) days of the time when the Seller first received knowledge thereof, In the event of say such delay, the date of delivery shall be extended for the period equal in the time actually lost by reason of the delay. 3. WARRANTY. The Sell= warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples andtor other descriptions given, will be fit for the purposes intended, and performed with the highest degree of cam 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 Purchaser may suffer or incur on account of the Sellers breach of warranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (1) year a within such longer period of time as may be prescribed by law or by the tams of any applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials furnished by the Sella. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of my of the foregoing warranties or guarantees, but such liability shalt in no event include loss of pmRts 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 charges to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purehnsa may make my changes to the terms, other than legal terms, including additions in or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If my such change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchua may at my time by written change order, immune this agreement m to my or all portions of the goods then not shipped, subject to my equitable adjustment between 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 andrm work, for incidenml or consequential damages, and that no such adjustment be made in favor of the Seller with respect to my goads which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Sella of any of their obligations as to my goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be aaserted within thirty (30) days from the dam the change or termination is mdard. B. COMPLIANCE WITH LAW. The Sella warrants that all goods sold hereunder shall have been produced sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods are subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this chameta are hereby incorporated herein by this reference. The Sella agrees o indemnify and hold the Purchaser harmless fmm all costs and damages suffered by the Purchaser as a mutt of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or couvey this order, cr my monies due or to become due hereunder without the prior written cousent of the otha parry. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser for all equipment, materials, and items famished in performance of this agreement, free and clear of my and all liens, restrictions, reservations, security interest encumbrances and claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If die Purchaser directs the Sella to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller, and the Sella thereafter indicates its inability or unwillingness to comply, the Purchaser may cause the work to be performed by the most expeditious means available to it, and the Sella shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performance of such wore. This release 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 parry. The Sellers contractual 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 Sella is required muse any design, device, material or process covered by leper, patent, trademark or copyright. the Sella shall indemnify and save harmless the Purchaser from any and all claims for infringement by talon 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 at any time during the prosecution or after the completion of the work. In cue 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 Sella shall, at its own expense and at its option, either procure for the Purchaser the right m continue using said equipment or parts, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Sella shall become insolvent or bankrupt, make an assignment for the banns of creditors, 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 of terms used or the interpretation of the agreement and the rights of all Portia hereunder shall be committed under and governed by the laws of the State of Colomdo, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Sella shall carry on said work at Sellers own risk until the same is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are famished by others for installation or erection by the Sella, the Sella shall receive, unload, sore and handle same at the site and become responsible therefor as though such materials andlm equipment were being famished 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 purchase order, and/or to their dependents in accordance with the laws of the state in which the work is m be done. The Seiler shall also tarty comprehensive general liability including, but not limited o, contractual and automobile public liability insurance with bodily injury and death limits of at least $300,000 for my one person, $500,000 for my one accident and property damage limit per accident of $400.000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before my 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 comperuntion 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 inmrance 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 my and all damage, loss or injury of any 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 connection herewith. The Seller will indemnify and hold ham less the Purchaser and any or all of the Purchasers officers, agents and employees from and against my and all claims, losses, damages, charges or expenses, whether direct or indirat, and whether o persons or property to which the Purchzsa may be put or subject by reason of any act, action, neglect, omission a default on the part of the Sella, my of his contractors, or any of the Sellers or contractors officers, agents or employees. In case my suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at my time on account or by reason of my rat, action, neglect, omission or default of the Sella of my of his contractors or my of its or their officers, agents or employees as aforesaid, the Sella hereby agrees to assume the defense thereof and to defend the same at the Sellers own expense, to pay my and all costs, charges, atiomeys fees and other expenses, my and all judgments that may be incurred by or obtained against the Purchase or any of its or their officers, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchaser, or said parties in or as a result of such suits or other proceedings, the Sella will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Sella and his contractors shut] take all safety precautions, furnish and install all guards necessary for the Intervention 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 all rates and regulations issued pursuant thereto. Revised 03/2010