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HomeMy WebLinkAbout129656 DELTA DENTAL OF COLORADO - PURCHASE ORDER - 9120190PURCHASE ORDER PO Number Page CI�/Of i 9120190 t°fz F^r} Collins OI l I „s This number must appear !"_`v`, ` V ` , 1 on all invoices, packing slips and labels. Date: 01/11/2012 Vendor: 129656 DELTA DENTAL OF COLORADO DEPT 2148 DENVER Colorado 80291-2148 Ship To: HUMAN RESOURCES CITY OF FORT COLLINS 215 N MASON, 2ND FLOOR FORT COLLINS Colorado 80524-4 Delivery Date: 01/10/2012 Buyer: DAVID CAREY Note: THIS PURCHASE ORDER IS FOR THE PROCUREMENT OF GOODS AND/OR SERVICES, AS NEEDED, DURING THE CURRENT CALENDAR YEAR. DOLLAR AMOUNTS SPECIFIED ARE ESTIMATES AND NOT A PROMISE TO PURCHASE ANY MINIMUM AMOUNT OF SUCH GOODS AND/OR SERVICES. Line Description Quantity UOM Unit Price Extended Ordered Price Comprehensive Dental Insurance Blanket PO for 2012 1 LOT LS Comprehensive Coverage Plan, Group # 1857 Terms and Conditions per Benefits Contract for City of Fort Collins RFP# 7054. 78,000.00 Total $78,000.00 Invoice Address: City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill 11, CPPO City of Fort Collins City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com PO BOX 580 Fort Collins, CO 80522-0580 Purchase Order TcnTS; and Conditions Page 2 of 2 L COMMERCIAL DETAILS. Tax exemptions. Bearden: the City of Fort Collins is exempt from state and local taxes. Out Exemption Number is 11 NONWAI VER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000557 is registered with the Collector of Failure of the Purchaser to insist upon strict pert manes ofthe tans and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Rd. 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 brcnch, the acceptance ofor payment for goods hereunder or approval ofthe design, shall not release the Seller of Goads Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any ofthe warranties or obligations of this purchase order and shall net be deemed a waiver of any right ofthe damage in transit, may be resumed to year for credit end am not to be replaced except upon receipt of written purchaser to insist upon strict performance Incomforany of its tights or remedies as to any such goods, regardless instructions from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default berm aria, nor shall any purported oml modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS arc subject to the City of Fort Collins inspection on arrienl. hereof Final Acceptance Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNM ENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins. However. it is to be understood that FINAL Seiler and the Purchaser recognize that in actual economic practice. overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations arc in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seiler h:rcbv assigns to the purchaser any and all claims it may near have or hercaficr Freight Tcros. Shipments most be F.O.B., City of Fort Collins. 700 Wood St., Fen Collins, CO 50522. 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 separdely, the original freight purchawd or acquired by the purchaser pursuant to this purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in s,do. pans of the country. shipment is lithe Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted fmm Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments arc made From greater distance. 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 work. Permits. Seller shall pmaurc at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations. ordinances and rules of the state, municipality, territory or political subdivision when: 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 Fart Collins harmless four and against all liability end loss incurred by them by mason of an asserted or established violation of any such laws, regulations, ordinances, talcs and requirements. Authorization. All parties to this contract agree that the representatives am, in fact, bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the tends and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different trans and conditions proposed by seller 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 as noted. Time is ofthe essence. Delivery and perfondance must be effected within the time stated on the pumhase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waive ofthis provision. In the event ofany delay, the Purchaser shall have, in addition to other legal and equitable mmci ics, the option of placing this order elsewhere and holding the Seller liable for damages. However, the Sell ler shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault ofacidgence, such acts of Gad. acts of civil or military authorities. governmental priorities Bros, strikes, Bond, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Pumhascr 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 period equal to the time actually lost by reason ofthc delay. 3. WARRANTY. The Seller warrants that all good, anicles, materials and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of n similar nature. The Seller agrees to hold the purchaser harmless from any lass, damage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of wamnry. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (1) year ar within such longer period of time as may be prescribed by law or by the tends of any applicable warranty provided by the Seller ifcr the date of acceptance of the goods famished hercunda (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 constiute a waiver ninny claim under this wam ty. Except as otherwise provided in this purchase order, the Sellers liability hemanda shall extend to all damages proximately caused by the breach of any of the foregoing warranties 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 moves by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal tans, 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 affects the amount due or the time ofnerformance hereunder, an equitable adjustment shall be made. fi. TERMINATIONS, The Purchaser may at any time by written change order, teminatc this agreement as to try or all portions of the goods then not shipped, subject to any equitable adjustment between the panics 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 and/or work, for incidental or consequential damages, and that no such adjustment he made in favor ofthe Seller with respect to any goods which arc the Sellers standard stock. No such termination shall relieve the Purchase or the Seller of any 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. S. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hmxmnder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods are subject. The Seiler shall execute and deliver such documents as may be required to effmI or evidence compliance. All laws and regulations required to be incorporated in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser hamless fmm all costs and damages suffered by the Purchaser as a result ofthe Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, modes or convey this order, or any monies due or to become due hereunda without the prior written consent ofthe other parry. 10. TITLE. The Scllcr wandnts full. clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. The Seller shall release the Purchaser and its contractors of any tier fmm all liability and claims of any nature resulting from the performance ofsuch work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, mfcers and employees ofsuch parry. The Sellers contractual obligations, including warranty. shall not be deemed to be reduced, in any way, because such work is perfumed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to rise any design, device, material or pmccs covered by letter, patent. trademark or copyright, the Seiler shall indemnifv and save hamdes the Purchaser Imam 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 of such infringement at any time during the prosecution or afler 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 to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall, at its own expense and at its option, citha immune for the Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but noninfringing equipment. or modify it so it becomes anninfringing. 15. INSOLVENCY. If the Seller shall hecomc 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 Purchaser without liability. 16. GOVERNING LAW. The definitions ofterms used or the interpretation ofthe agreement and the rights ofall parties hereunder shall be consumer] under and governed by the laws of the State of Colorado. USA. The fallowing Additional Conditions apply only in cases where the Seiler is to perform work Inlander, including the services of Scllcrs R:prcscntativc(s), on the premises ofothcrs. 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 and/or materials before Scllcrs final completion and acceptance, complete the work at Scllcrs own expense and to the satisfaction ofthe Pamhaser, When materials and equipment are famished by others for installation or erection by the Seller, the Sellershall 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 lumerd" 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 tarty comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at least S300,000 for any one person, 5500.000 for any one accident nod property 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 ofothcrs, the Seller shall furnish the Purchascrwith 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 be maintained until afur the entire work is completed and accepted. 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 from the execution ofthe work provided for in this purchase orderer in connection herewith. The Seiler will indemnify and hold hamlet the Purchaser and any or all of the Purchasers affects, agents and employees fmm and against any and all claims losses, damages. charges or expenses. whether direct or indirect. and whether to persons or property to which the Purchaser env be put or subject by reason of any act, action. neglect, omission or default on the pan ofthe Seller, any of his contractors, or any of the Scllcrs or contactors officers, agents or employees. In case any suit or other proceedings shall be brmught against the Purchaser, or its affects. 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 contractors or any of its or their oRcers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Sellers ram expense, to pay any and all costs, charges, allomeys 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 placed upon or obtained against the property of the Purchaser, or mid panics in or as a result of such suits or other proceedings. the Seller will at once cause the same to be dissolved and discharged by giving band or otherwise. The Seiler and his contractors shall take all safety precautions, famish and install all guards necessary for the pmvcntion 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 rules and regulations issued pursuant thereto. Revised 0312010