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HomeMy WebLinkAbout129298 EMERGENCY PHYSICIAN OF FORT COLLINS - PURCHASE ORDER - 9957431 (2)Date: 12/11 /2009 City of F6rt Collins Page Number: 1 Purchase Order Number: 9957431 Delivery Date: 12/11/2009 Buyer: BONNETTE, ED Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: Line Qty/Units 1 1 LOT 2009 Contract DR. DAVID FARSTAD Description Emergency Medical Physician Total City of Fort C in Director of Purchasing and Risk Management This order is nNQValid 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 Extended Price $9,000.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terins and Conditions I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt Gonh state and local taxes. Our Exemption Numbcr is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-60005S7 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit, may be returned to you for credit and arc not to Ix replaced except upon receipt of written instructions from the City of For Collins. Inspection. GOODS are subject to the City of For Collins inspection on an iva Final Acceptance. Receipt ofthe merchandise, services or equipment in response to this order caul result in authorized payment on the part of the City of Fort Collins. Ilowever, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Tents. Shipments must be F.O.B.. City of Fort Collins, 700 Wood Sr., Fort Collins. CO 80522, unless otherwise specified on this order. If permission is given to prepay it and charge separately, the original Ir eight bill must accompany invoice. Additional charges for packing will not he accepted. Shipment Distance. Where manufacturers have distributing points in various parts Lit' [lie countq-, shipment is expected from the nearest distribution point to destination, and excess freight will be, deducted from Invoice when shipments arc made from eteater distance. Pennits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable lames. regulations. ordinances and Itdes ofthe state, municipality, territory or political subdivision whet the work is performed, m required by any other duly constituted public authority Thawing jurisdiction over the will Of vendor. Seller further agrees to hold the City of Fort Collins harmless front and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws. Iegtd:vions. ordinances, rules tuxI requirenhcuts, Authorization. All pan ies to this contact agree that the representatives in in tact, bona fide and possess full and complete authority to hind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terns and conditions stated herein set forth and any supplemental or additional teats and conditions annexed hereto tit incorporated herein by reference. Any additional or different terns and conditions proposed by seller in Objected m and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is ofthe essence. Delivery and performance must be effected within the little stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of patial late deliveries, shall operate as a waiver of this provision. In the event of :any 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 lot damages as a result of delays clue to causes not reasonably foreseeable which ale beyond its reasonable control and without its Ludt ofneglieence, such acts of God, acts of civil or military authorities, governmental priorities, fires. strikes. flood, epidemics, wars or riots provided that notice ofthe conditions causing such delay is given to the Purchaser within five (5) days ofthe time when the Seller first received knowledge thereof. In the event of any such delay, the date of delivery shall be emended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller warrants that all goods, reticles, materials and work coveted by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will be lit tot the purposes intended. and pet tinmed with the highest degree of care and competence in accordance with accepted standards lift Durk ofa similar nature. The Selleragrees to hold the purchaser harmless from any loss, damage Or expense which tile Purchaser nary sutler or incur on account ofthe Sellers breach of wati anty. The Seller shall replace, repair or nuke good, without cost Io the purchaser, any detects or faults arising within one (1) year or within such longer period oftime ails nay lu prescrilxd by law or by the terms of any applicable warranty provided by the Selln:tier the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting Gam impel lict of defective work done Or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute it Ivilive, of any claim under this warranty. Except as otherwise provided in this purchase order. the Sellers liability hereunder shall extend to all damages in oxinhately caused by the breach of any of the lot egoing warrant ics Or guarantees, but such liability shall in no event include loss of profits or' loss of use. NO IMPLIED WARRANT OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terns by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terns, other than legal tots, including additions to or deter ions from the quantities originally ordered in the specifications Or drawings, by verbal or written change order. If wry such change affects the anmcnun due or the time of l- loinnance hereunder, to equitable adjustment shall be nude. 6. TERMINATION'S. The Purchaser may at anytime by written change order, terminate this agreement as nr any or ill portions oftheguods then nut shipped, subject to any equitable adjusunent between the parties ns to any work of maler'ials then in progress provided that the Purchaser shall not be liable for any claims tot :let icipated profits on the uncompleted potion of the goods and/orwmk, for incidental or consequential damages, and that no such adjustment be nude in fhwor ofthe Sellet with respect to any goods which are the Sellers standard stock. No such termination shall relieve 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 thirty (30) days front the date the change or tenninaion is ordered. S. COMPLIANCE WITH LAW. The Seller 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:utldeliver such documents as nnv be required to effect or evidence compliance All laws and regulations required to be incorporated in agreennents of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser hatnnless born all costs and damages sullered by the Purchaser as a result Of IlIe Sellers failure to comply with such law. If and only to the extent this [Agreement] constitutes it "sole source government contact" within the locating of Article XXVIII of the Colorado Constitution ("Article XXV I II" ), then the provisions of Section IS of Article XXVIII are hereby incorporated into this [Agreement]. In such a case, if the ICont actorI or any other person who is a "contract holder" as defined in Section 2(4.5) of Article XXVIII intentionally violates Section 15 of Section 17(2) of Article XXV III. then the [Contractor) agrees it shall be ineligible to hold any sole source government contract, or public employment with the state of Colorado or any Of its political subdivisions. fix three years. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any loonies due of to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller warrants tall. clear and unrestricted title to the Purchaser for all equipment. materials, and items furnished in pertimmiance of this agreement, tree and clear of any and all liens, restrictions, Iesetvations, security interest encumbrances and claints ofothcrs. 11. NONWAIVER. Failure of the Purchaser m insist upon strict performance of the terns and conditions hereof failure or delay to exercise ;my rights or Iennedics provided herein or by law, failure to promptly notify the Seller in the event ofa breach. the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller ofa ly of the warranties or obliges ions of this purchase order and shall not be deemed a waiver of any right ofthe purchaser to insist upon strict pet tixmal— hereof or any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted. as to any prior or subsequent default hereunder, nor shall any purported oml modification or I escission of Ihis purchase order by the Purchaser operate as a waiver of any of the terns hereof 12. ASSIGNMENT 01: ANTITRUST CLAIMS. Seller and the• I'nt'ChasCt-recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact borne by the I'urcltaser. -theretofore, tot good cause and as consideration tot executing this purchase order. the Seller hereby assigns to the Purchaser any and all claims it may now have of hereafter acquired under federal or state audit is[ laws fist such overcharges teaming to the particular goods or services purchased or acquired by the Purchaser pursuant to this purchase oudet. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to conent nonconfonnine or defective goods by a date to be agreed upon by the Put chaser the Seller. and the Seller 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 Seller shall pay all costs associated with such wink. The Set let shall release the Purchaser and its contractors of any tier From all liability and clains of anv nature resulting front the pel lorolance ill such WO11t. This release• shall apply even in the event of fault of negligence ofthe petty released and shall extend to the dit ectors. officers and employees ofsuch party. 'Ihc Srllct's contactual obligations. including warranty, shall not be deemed to be reduced. in any way, because such work is pet tot or caused to be pet formed by the Purchaser. 14. PATf_NT.S. Wheuevet file Sel lei is required to use any design, device. nmatenal or process covered by letter. patent, tradennark or copyright. the Seller shall indemnity and save harmless the Purchaser from any and all claims for iti ingement by reason ofthe use of such patented design, device. material or process in connection with the contract. and shall indemnify the Purchaser fir any cast, expense or damage which ninny be obliged to paw by reason of such inlaingement at anytime during the prosecution or after the completion ofthe work. fat case said equipment, or any part thereofor the intended use ofthe goods. is in such suit held to constitute infringenhent and the use of said equipment or part is enjoined. the Seller shall. at its nun expense and it its option, either procure for the Purchaser the right to continue using said equipnhent or parts. replace the same with substantially equal but non -infringing equipment, or modify it so it becomes non -infringing. 15. INSOLVENCY. It tile• Seller shall beconle insolvent or bankrupt. make an assignment for the benefit of'creditors, appoint a teceiveror trustee fix any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. 'I he definitions of terns used or the interpretation ofthe agreement and the rights of all pasties hereunder shall be consu'ued outlet and govenhed by the lows ofthe State of Colorado. USA. The Inllowving Additional Conditions apply only in cases where the Seller is to pertimtm work hereunder, including the service-5 of Sellers Representative(s), on the premises of others. IZ SELLERS RESPONSIBILITY_ The Seller shall awry on said work ut Seller's own risk until the sane is fully completed ;and accepted. ;and shall, in case OI any accident, desu'uction of injury to the work and/or materials betixe Seller's final completion and acceptance, replete the work of Sellers Own expense and to the satisfaction ofthe Put dmsa. When materials and equipment are fitnished by others tit installation or erection by the Seller. the Seller shall receive, unload, store and handle same at the site and become• responsible therefix as though such materials and/or equipment were being furnished bythe Seller under the order. IS. INSURANCE The Seller shalL at his own expense, provide for the payment of \Yorkers compensation, includingocanpational dise:sc benefits. to its employees employed on or in connection with the work covered by this purchuse order, and/or to their dependents in accOrd;utce wilh the Imes of the state in which the work is to be done. The Seller shall also carry connprchens'ive genet ill liability including, but not limited to. contractual and automobile public liability insurance with bodily injury and death 1lmlts of at least $300.000 fir any one person. $500.000 for any one accident and property d aooge limit per accident of .S400,000. The Seller shall likewise require his contractors, if any, to provide for such compensation tad insuronce. Beloit, any of the Sellers or his contracmrs employees shall do any work upon the premises of others, the Seller shall hunish 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 one maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assunnes the entire responsibility and liability for :any and all datmee, loss 01 injury of any kind or nature whatsoever to persons or property caused by or resulting front the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser atnd anyor all of the Purchasers officers. agents and employees from and against any and all clains, losses, damages, charges or expenses. whethei direct of indirect. and whether to persons or property to which the Purchaser maybe put or subject by reason of any act. action. neglect. omission or default on the pan ofthe Seller, any ofhis contractors. or any ofthe Sellers or contractors officers, agents of employees. In case any suit or other proceedings shall be brought against the Pul chaser. or its officers. agents or employees at any time on account or by reason of any act• action, neglect, omission Or default of the Seller of any of his connectors or :any of its m their officei s. agents or employees as aforesaid, the Seller bet eby act ces to assume the defense thereof and to defend the same at the Sellers own expense, to pay any and all costs. charges• amomeys lees and other expenses, any and all judgments that may be incun ed by or obtained against the I'utchaser or any of its or their officers. agents or enployees in such suits or other proceedings. and in case ju(lgnn•nt or other lien be placed upon orobtained against the propenv ofthe Purchaser, or said parties in or as a resuh ofsuch suits of other proceedings, the Seller will at once cause the same to be dissolved and discharged by givingboind Or otherwise. The Seller and his contractors shall take:dl safety precautions. furnish and install all guads necessary fix the prevention of accidents. comply with all laws and regulations with regard to safety including, but without linhilalion. the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 0411001)