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HomeMy WebLinkAbout467178 MHN SERVICES - PURCHASE ORDER - 9120141City of /'-O Fort Collins Date: 01/06/2012 Vendor: 467178 MHN SERVICES 2370 KERNER BLVD SAN RAFAEL California 94901 PURCHASE ORDER PO Number I Page 9120141 1of2 This number must appear on all invoices, packing slips and labels. Ship To: HUMAN RESOURCES CITY OF FORT COLLINS 215 N MASON, 2ND FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 01/06/2012 Buyer: DAVID CAREY Note: Line Description Quantity UOM Unit Price Extended Ordered Price EAP Services 1 LOT LS 45,000.00 Blanket PO for 2012 for Employee Assistance Program (EAP) Services. Rate: $2.36 per Employee per Month Terms & Conditions per Group# 1845 Services Agreement for City of Fort Collins' RFP# 7049. 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 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 I. COMMERCIAL DETAILS. Tax cvemptions. By statute the City of Pon Collins is exempt from state and local lazes. Our Exemption Number is 11. NONWAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000597 is registered with the Collector Of Failure Of the Purchaser to insist upon strict Performance of the Occurs and conditions hereof, failure or delay to Internal Revenue, Denver. Colorado (Ref Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). exercise now rights or remedies provided 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 of the design, shall not release the Seller of Goofs Rejected. GOODS REJECTED due to failum to meet 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 returned to you far credit and are not to be replaced except upon receipt of written purchaset to insist upon .strict performance hercofor any of its rights or remedies as to any such goods, rcgxrllcss instructions from the City of Fort Collins. of when shipped. received fir accepted, as to any prior or subsequent default hereunder, nor shall any purported Orel modification or resci.ssion of this purchase Order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS am subject to the City of Fort Collins inspection on arrival. hereof. Final Acceptance Rmcipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan 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 from 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 Seller hereby assigns to the Purchaser any and all claims it may now have or hercaRcr Freight Terms. Shipments most be F.O.B., City of Fort Collins, 700 Wood St, Fort Collins, CO 90522. unless acquired under federal or state antitrust Imes 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 Orden bill may accompany invoice Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. R'here manuffctumm have distributing points in various pans of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to he agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchnser and the Seller, and the Seller thereafter indicates its inability Or unwillingness to comply, the Purchaser shipments are made from greater distance, may cause the work to be perfmmred by the most expeditious means available to it and the Seller shall pay all costs associated with such work. Permits. Seller shall procure at sellers sale cost all necessary permits, certificates and liceascs required by all applicable laws, regulations, ordinances and rules of the state. 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. Seller 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, mles and requirements. Authorization. All parties to this contract agree that the mpn sentatives arc, in fat bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance m the terms and conditions stated herein set forth and any supplementary or additional mmua and conditions annexed herein or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and herchy rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Tim, is ofthe essence. Delivery and performance must he 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 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 ofplacing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result Of dclay:s due to causes not reasonably foreseeable which am beyond its reasonable control and without its 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 pcnod equal to the time actually lost by reason ofthc delay. 3. WARRANTY. The Seller warrants that all goods, fnicles. materials and work covered by this order will conform with applicable drawings, specifications. samples and/Or other descriptions given, will he 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 Scllcrs breach of warranty. The Seller shall replace, repair m make good, without cost to 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 terns ofany applicable warranty provided by the Seller after the date Of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this warranty. Except as otbcmim provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing want mics Or guarantees, but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANCES IN LEGAL TERMS. The Purchaser may make changes to legal terms by written change order. 5. CHANCES IN COMMERCIAL TERMS. The Purchaser may make any changes In the lerme, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications fir drawings, by verbal or -Tine. change mder. If any such change affects the amount due or the time ofperformanee hereunder, an equitable adjustment shall be made. fi. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment beremn the panics as to any work or materials then in prrgness provided that the Purchaser shall not be liable for any claims for anticipated pmtits 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 relieve the Purchaser or the Seller ofany of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days from the date the change or termination is ordered. R.COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced. mid, 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 Incas and regulations required to he incorporated in agreements of this character arc hereby incorporated hcrcin by this reference. The Seller agrees to indemnify and hold the Purchascr hamdess from all costs and damages suffered by the Pnrchascr as a result of tuc Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry 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. 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 any and all liens, restrictions mservations, security interest encumbrances and claims of others. The Seller shall release the Purchaser and its contractors ofany her from all liability and claims of any nature resulting form the performance of such work. This release shall apply even in the event of fault of negligence of the patty released and shall extend to the directors, oficcrs and employees of such party. The Seller's contractual obligations, including warranty, shall not be devoted in be reduced, in any was. because such work is performed or caused to be perforrmed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, patent, trademark or copyright the Seller shall indemnify and save harmless the Purchaser from 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 cost. expense or damage which it may be obliged to pay by reason ofsuch infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any pan thereof or the intended axe of the goods, is in such suit held to constitute infringement and the use of said equipment of pan is enjoined, the Seller shall, at its own expense and at its option, either procure for the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but nomnfnnging equipment, of modify it so it bmnmes noninfringing. 15, INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Pumhamr without liability. 16. GOVERNING LAW. The dcfmitions nfterms used or the interpretation of the agreement and the rights of ill panic hereunder shall be construed under and governed by the laws ofihc State of Colorado. USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the services OfScllcrs Represcatativc(s). on the premises ofothcrs. 17. SELLERS RESPONSIBILITY, The Seller shall carry on said work at Sellers own risk until the same is fully completed and accepted. and shall, in ease of any accident, dcstnmtinn or injury to the work and/or materials before Scllcrs final completion and acceptance, complete the work it Scllcrs own expense and to the satisfaction of the Pummsct. When materials and equipment are famished by others for installation or enaction 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. 19. 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 to be done. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and autonmbile public liability insurance with bodily injury and death limits of at (cast 5300,000 for any one peon. S500.000 for any one accident and pmr" damage limit per accident of S400.000. 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 f.them the Scllcr shall furnish the Putchamnvith 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 dam when such compensation and insurance expires. The Seller ngrecs that such compensation and insurance shall be maintained until after the entire work is completed and ucccmed. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage. loss or injury ofany kind Or nature whatsoever to persons or property caused by or resulting form the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold homeless the Purchaser and any or all of the Purchamrs officers, agents and employees form and against any and all claims, losses, damages, charges or expenses. whether direct or indirect, and whether to persons or pmpc ry to which the Purchaser cony 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 Scllcrs or contractors officers, agents or employees. In ease 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, omission of 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 at the Sellers own expose, 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 officers, faints or employees in such suits or other proceedings, and in ease judgment or other lien be placed upon or obtained against the pmperty of the Purchascr, or said panics in or as a result of such suits or other proceedings, the Seller will at race cause the same to be dissolved and discharged by giving bond or Otherwise The Seller and his contractors shall take all safety precautions, furnish and install all guards necessary for the prevention 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 mles and mplationsv issued pursuant thereto. Revised 03/2010