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HomeMy WebLinkAbout482592 POUDRE VALLEY HEALTH SYSTEM - PURCHASE ORDER - 9121136City of �„ ,art Collins Date: 02/24/2012 PURCHASE ORDER PO Number Page 9121136 1of2 This number must appear on all invoices, packing slips and labels. Vendor: 482592 Ship To: CITY MANAGER POUDRE VALLEY HEALTH SYSTEM CITY OF FORT COLLINS CENTER FOR PERFORMANCE EXCELLENCE 300 LAPORTE AVE 2002 CARIBOU DR, STE 100 CITY HALL WEST - 1ST FLOOR FORT COLLINS Colorado 80525 FORT COLLINS Colorado 80521 Delivery Date: 02/24/2012 Buyer: JAMES O'NEILL Note: Line Description Quantity Ordered UOM Unit Price Extended Price 1 Performance Excellence Consult 1 LOT LS 20,000.00 2 Performance Excellence Consult Charges for this account 1 LOT LS 10,000.00 Total $30,000.00 c3. oi�sQ s� 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 Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax:970-221-6707 Email: purchasing@fcgov.com 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 exemptions. By stahne the City of Fort Collins is exempt fmm state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-0d502. Federal Excise Tax Exemption Certificate of Registry 84-0000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the toms 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 car approval Of the design, shall all release the Setter of Goads Rejected. GOODS REJECTED due to failure to meet specifications, either when Shipped Or due to defects of any of the wa m miss or obi igtions of this purchase order and shall not be deemed a onivcr of any right of the damage in tmn,it may be rumored to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict perfomanec hereof or any of its rights or rcmedics as to any such goods. regardless mOuractions Frontthe City of Fort Collins of when shipped. received or accepted, as to any prior or sabscquent default hereunder, nor shall any purported onl modification or rescission of this purchase order by the Purchnser opemm as a waiver of any Of the Icons Inspection. GOODS are subject to the City of Pon 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 pan of the City of Fen Collins, However' it is to be understood that FINAL Seller and the Purchnser recognize that in actual economic practice. overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations arc in fact borne by the Purchaser. Theretofore, for good cause and as considcmtion for executing this purchase enter, the Seller hereby assigns to the Purchaser any and all claims it may now have or hcrcafi" Freight Tcoms. Shipments must be F.O.B., City of Fen Collins. 7W Wood St.. Fort Collin,. CO R0522, unless acquired under fcdeml Or state nntilmat Ines for such overcharges relating to file fumimdnr goods or services otherwise specified on this order. If permission is given to prepay freight and charge sepantcly, the original freight purchased or acquired by the Purchaser parsaant to this purchase order. hill must accompany invoice Additional charges for packing will not he accepted. I i. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manumeturem have distributing points in various pans of the country, shipment is It the Purchaser directs the Seller to correct nonconforming or defective goods by a date to he agreed upon by the expected front the oanest distribution point to destination. and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments arc made fmm greater distance. may cause the work to be performed by the most cxpeditinas means mailable to it and the Scllcr shall pay all costs associated wish Such work. Pcmmits. Seller shall procure at sellers Sole cost all neecssmy permits. certificates and licenses required by all applicable Imvs, treatments. ordinances and roles 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 sender. Seller further maces to held the City of Fort Collins harmless fmm and against all liahility and loss incurred by them by reason of an asserted or established violation of any such laws regulations, Ordinances. Odes and requirements. Autharit tion. All panics to this contract agree that the representatives are. in fact, bona fide and Passess full and complete autherity to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein he reference. Any additional or different tans and conditions proposed by seller are Ohjected 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 of the essence. Delivery and perfomanec must be eReeted within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofnanial late deliveries shall operate as a waiver ofthis prevision. In the event crony delay. the Pnrchascr shall have, in addition to other legal and equitable remedies, the option of placing this order ch cwherc and holding the Seller liable for damages. However, the Scllcr shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable central and without its fault ofncgligcnce. such acts of God. acts ofcivil or military authorities, governmental priorities, fires, strikes Bond, epidemics, wars Or rims provided that notice of the conditions causing Such delay is given to the Pnrchascr within five (5) days of the time when the Seller first received knowledge Cher ni In the event of any such delay, the date of delivery shall he extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller ,,.at, that all good, articles, materials and work covered by this order will conform with applicable drnvings, specifications. Samples and/or other descriptions given, will he fit for the purposes intended, and performed with the highest degree of care and rompctcnce in accordance with accepted standards for work Of o similar nature. The Seller agrees to hold the purchaser hamlcss from any loss, damage or expense which the Purchaser may suffer or incur on account of the Scllcr, breach of warm my. The Seller shall replace, repair or make good, within cost to the purchaser, any defect or faults arising within one (1) year or within such longer period of time as may warrantybe prescribed by law or by the hunts ofany applicable warranty by the Seller after the date of acceptance of the goods'furnished hereunder (acceptance not to he unreasonably delayed), resulting front imperfect Or defective work done Or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this iswmnty. Except as otherwise pmvidcd in this purchase order, the Sellers liability hereunder shall extend to all damages pmximatcly caused by the breach of any of the foregoing warranties or guarantees, but such Iiabil iry shall in no event include loss of profits Or loss of use. NO IMPLIED WA RRA NOV OR M ERCHA NTA B I L ITV OR OF FITNESS FOR PURPOSE SBA LL APP LY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes In legal tans by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the tens, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drmrings, by verbal or written change prefer. If any such change affects the amoum due or the time o(pctfermznee hereunder, an equitable adjustment shall be nude. fi. TERMINATIONS. The Purchaser may at any time by written change order. terminate this agreement as to any or all Factions of the goad then net shifa wd. subject to any equitable adjustment between the panics as to any work or materials then in pureness provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion of the grads and/or work, for incidental or consequential damages, and that no such adjustment he made in favor of the Seller with respect to any good which arc the Scllers Standard stock. No Stich termination shall mRcve the Purchaser or the Seller of any of their obligations as to any goods delivered hctemnder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must he inward within thirty (30) days Room the date the change or termination is ordered. R. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hercumlcr shall have been produced, sold. delivered and famished in Strict compliance with all applicable laws and regulations to which the goods are subject. The Seller shall execute and deliver such documents as maybe required to effcel or evidence compliance. All laws and regulations required to be incorporated in agreements of this character ore hereby incorporated herein by this reference The Seller agrees to indemnify and hold the Purchaser hamiless from all costs and damages suffered by the Purchaser as a result of the Sellers failure m comply with such law. 9. ASSIGNMENT. Neither party shall assign. transfer, or convey this order, or any monies due or to become due hcretmder wvithent the prior written consent of the other party. 10. TITLE. The Setter wamnts 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, secanry interest encumbrances and claims efnthars. The Seller shall release the Purchaser and its contractors Of any tier from all liability and claims of any nature resulting from the perfomunce of such work. This release shall apply seen in the went of fault of negligence of the parry released and shall cxtcnd to the directors. omccrs and cmplovecs nfsuch fanny. The Seller's contractnnl obligations including wamnry, shall not he decmcd to be reduced, in any way, bccausc .Stich work is performed or caused to he perfomcd 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 Sellershall indemnify unit save harmless the Purchaser fmm any and all claims for infringement by reason of the use of Stich pntcmcd design, dcv ice, material or process in connection with the contract and Shall indemnify the Purchaser fnr nny cost, expense or damage which it may be obliged to pay by reason nfsuch infringement at any time during the prosecution or after the completion of the work. In ease 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 shill, at its own expense and at its option. either procure for the Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but noninfringing equipment, or madify it so it becomes nonin(ringing. 15. INSOLVENCY, If the Seller shall became Insolvent or bankrupt make an assignment for the benefit of creditors, appoint a receiver car motel for any of the Scllers pmpeny or business, this order may forthwith he canceled by the Purchnser without liability. 16. GOVERNING LAW. The definition, nftcmis used or the interp¢tation ofdme agreement and the rights ofall panics hereunder shall he construed rider and governed by the laws critic State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perfnm work hcrcandtt, including the services of Scllers Rcprcsemn4c(s), on the premise, efutlers. 17. SELLERS RESPONSIBILITY, The Scller,hall carry on said work al Seller's own risk until the same is fully completed and accepted, and Shall, in case of any accidca I. destruction or injury to the work and/or materials before Seller's final completion and aceepnnce, complete the work at Seller's own expense and to the Satisfaction of the Purchaser. When materials and equipment are mmished by others for installntian or erection by the Seller. the Seller shall rcccice, unload, store and handle Same at the site and become responsible therefor as though Such materials and/or equipment were being famished 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 employee, 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 ,ark is to be done. The Seller Shall nL o carry comprehensive general liability including, but not limited to, contactual and automobile public liability insurance with bodily injury and death limits of m Icast S300,000 for any One person. S500.000 for any one accident and pmperty damage limit per accident of S400.0011. The Seller shall likewise require his contractors, irony, to provide forsuch compensation and insurance Before any of the Sellers or his contractor, employees shall deany work upon the prenuses ofothcrs, the Scllcr shall furnish the Purchaser with a cri i0eate that each compensation and insurance have been provided. Such certificates ,hall specify, the date when Such compensation and insurance have hren provided. Stich certificates shall specify the die when such compensation and insurance expires The Scllcr agrccs that such compensation and insurance shall be m,intnincd until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire respmuibilityand liability for any and all damage, Ices or injury ofany kind or nature whatsoever to perttms or propcny caused by Or msabing from the excctninn ofthe work provided for in this purchase nrdcr or in connection herewith. The Scllcr will indemnify and hold harmless the Purchaser and nny or all of the Purchasers officers. agents and employees from and against any and all claims, losses, damages, charges or expenses. whether direct or indirect, and whether to persons or pmpcny to which the Purchaser cony be pot or subject by reason of any act action, neglect, emission or default on the pan of the Scllcr, any of his contactors or note of the Scllcr, or commttors oRcers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at any time can account or Its, reason ofany act, action, neglect, omission or default of the Seller of ony of his contractors or any of its car their affects, agents of employees as aforesaid, the Seller hereby agrees to sec arc the defense thcrcnf and to defend the some at the Seller, own expense, to pay any and all costs, charges. Shortness fees and other expenses. any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their oRcers. agents or employees in Stich suits ar other pmence ings, and in case judgment or other lien be placed open or obtained against the pmperly of the Paeh iwT, or said panics in or as a result ofsuch Suits or other proceedings, the Scllcr will at once crow the rams to be dissolved and discharged by giving bond ter otherwise. The Scllcr and his contractors shall take all safety precautions, furnish and install all guards necessary for the pnvcntion of accidents, comply with all Imes and regulations with regard to safety including. but without limitation, the Occupational Snfey and Health All of 1970 and all rules and regulations issued pursuant thereto. Revised 0312010