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HomeMy WebLinkAbout543224 TOUCHSTONE HEALTH PARTNERS - PURCHASE ORDER - 9146723PO PURCHASE ORDER 914672er Page C117/ of PURCHASE 46723 t of 2 Flirt Collins[ Thisnumbermustappear /�,,,"`�,/`I ` V a on all invoices, packing sli s and labels. Date: 11/18/2014 Vendor: 543224 Ship To: CITY MANAGER TOUCHSTONE HEALTH PARTNERS CITY OF FORT COLLINS 125 CRESTRIDGE ST 300 LAPORTE AVE FORT COLLINS CO 80525-3934 CITY HALL WEST - 1ST FLOOR FORT COLLINS CO 80521 Delivery Date: 11/18/2014 Buyer: ED BONNETTE Note: Line Description Quantity Ordered UOM Unit Price Extended Price FY14 CDDT Program 1 LOT LS 31,328.00 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 Total $31,328.00 Pay terms net 30 days 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 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. 98414502. Federal Excise Tax Exemption Cwifmcate of Registry M-6000587 is npslaa, wit, the Collector of Failure of the Purchaser to insist upon strict performance of the temts and conditions hereof, failure or delay to Imemel Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1993, Chapter 39 26,114 (a). exercise any rights m remedies provided herein or by law, failure re promptly notify the Seller in the event of a breach, the acceptance ofor payment for goods hereunder or approval offle design, shall not release the Seller of Goods Rejected, GOODS REJECTED due to far lure to meet specitionows, either when shipped or due to defects of any of the wortanlies or obligations of this purchase order am shall not be deemed a waiver of any right of the damage in transit, may be returned to you for credit and we not to he replaced except upon receipt of written purchaser to insist upon strict performance haeofor any of its rights or families as to any such goods, regardless instructions from the City of Fan Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oml modification or rescission of this purchase order by the Purchase operate as a waiver of my of the terms Inspection. GOODS are subject to the City of Pon Collins inspection on anival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS, authoriid payment on the pan of the City of Fort Collins. However, it is to be understood that FINAL Seller and the Purchaser rao,d,e that in social economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable ccquired inspection procedures. violations an, in fact home by the Pumhater. Therewfose, for good ratio and as wresiderstion for executing this purchase order, the Sella hereby read, ss to the Purchaser coy and all claims it may now have or hereafter Freight Tames. Shipments most be F.O.B.. City of Fort Collins, 700 Wood St, port Collins, CO 80522, to. acquired wader federal or sham am., lases for such overcharges relating to do punicular goods or services otherwise specified on this order. Kpormission is given to prepay freight and charge sepamxly, the original freight purclused or acquired by dre Purchaser pursuant to this purchase order. bill must accompany trader. Additional thongs for poking will nor be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufmrers have dismbming points in various pans of the country, shipment is Ifdsr Purchaser directs me Sella to correct nonconforming or defective goods by a date to Is, Moral upon by the expected from the neamor distribution point m domination, and excess freight will be drducled from Invoice when Purchaser and the Seller, and me Seller Hereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made from greater distance. may some the work to he performed by the most expeditious means available to it, and the Sella shall pay all costs associated with such work. Formica. Stile shall Toronto at seller sole coal all neeeswry permits, coffical. and hoaxes required by all applicable laws, regulations, carbonates and roles of the same, municipehry, terr en, or p ililicol subdivision where The Seller shall release the Purchase and its contractors of any tier from all liability and claims of any nature the work is performed, or required by any other duly constituted public authrriry having jurisdiction over the work resulting from the Performance of such work. of ,c rkir. Seller further agrees to hold the City of Pon Collins homeless Imm and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, roles This release shall apply even in the went of fault of negligence of the parry released and shall extend in the and requirement, directors, offices and employees ofsuch party. Authorization. All parties to this contract epee that the teprexoratives are, in fact bona fide and possess full and complex minority to bind send parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the lotto and conditions shared harm sal fords and any supplementary or additional terms and coMitiom annexed hereto or incantational herein by reference. Any additional or differentter s and conditions proposed by seller are objected to and hereby rejeaed. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you owner make complete shipment to arrive on your pmmixd delivery date as noted. Time is of the essence. Delivery and performance most be eRecnd wirbirr the time sued on the purchase oMer and the documents attached hereon. No acts of the Parcha as including, without limitation, acceptance of partial late deliveries, shall rpcome as a waiver of this provision. In the event of my delay, the Purchaser shall have, in addition to other legal and equitable readies, the option of placing 'his order elsewhere and holding the Seller liable far damages. However, the Seller shall not be liable for Damages as a result of delays due to causes not rmsonably foreseeable which art beyond its reasonable control and without its foul' of negligence, such now ofGod, acts of civil or military authorities, governments] priontigGains, shikcs, flood, epidemics, wars or nos provided Out notice of the comfort ens causing such delay is given Ir the Purchaser willm five (5) days of the time when the Sella first received knowledge theuoL In the went of my such &lay, the dx of delivery shall be extendd for the peed renal to the rime actually lost by reason ofthe delay. 3. WARRANTY. The Seller wahant Out all goods, articles. materials and work covered by this order will conform with applicable drawings, specifications, script. wwVm other descriptions given, will be fit for to purposes Inteded, cod performed with the highest degree of ease and competence in accordance with accepted standards for wart of a simiLf nmare. The Seller agrees to hold the purchaser harmless from any loss, damage or expense whch the Purchaser may suffer rr incur on account of the Sellers breach of warranty. The Seller shall replace, repair or make good, without cast to the purchaser, 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 terms of any applicable warranty provided by the Sella after the date of acceptance of the goods finnishod hereunder (acceptance nano be uncommonly delayed), resulting from imperfect or defective work done or materials fumnhd by thc Seller. Acceptance or use of good by the Purchaser shall not onsnitme a waiver of my claim under this warranty. Except ces otherwise provided in this Foochow order, me Sellers liability hemanda shall extend to all damages proximately caused by me breach of any of the foregoing wamretion or guinea, but such liability shall in m went include lass of probe or Ines ref.. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Pushier may make charges to legal terms by wham change coda. 5. CHANGES IN COMMERCIAL TERMS. no Purch:tow may make any changes to the arms, other man legal temms, including additions to or deletions from the quantities originally ordered in the spacifications or drawings, by venial or written change never. If any such change on'ats the amount due or me time ofpalle mane hercumeq an equitable adjustment shill be made. 6. l'ERMINATIOHS. The Purchaser may at any time by written change oMer, terminate this agreement as as any m 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 Pmrchaser shall out be liable for any claims for anticipated profits on the uncompleted Portion of the goods snbor work, for incidental in consequential damages, and that no such adjustment be made in favor of the Seller with respect to my goods which art the Sellers standard stock. No such to anination shall relieve the Purchaser or tbe Sella of any of icir obligations as to any good delivered hereunto. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be warned within thirty (30) days from the lax the change or orientation is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and mwished in strict compliance with all applicable laws and regulations in which the goods ore subject The Seller shall exewte and deriver such documents as may be rmuired la effort or evidence compliance. All laws and regulations required Ir be incorporated in agreements of this character art hereby incorporated hexin by this reference. The Sella agrees to indemnify and hold the Purchaser harmless from all rests and damages suffered by the Purchaser as a result of the Sellers failure in comply with such law. 9. ASSIGNMENT. Neither party shall assign, trwsfeq or convey this major, or my mania due or a become due h m u nda winners the poor women consent ardor offor party. 10.17ITLE. The Sella wamns full, clear and umesricled title to the Purchaser for all equipment, materials, and roams wombed in performance of this agreement, free and clear of any and all liens, restrictions, nos evatiens, security interest encumbrances aM claims of others. The Sellers contractual obligations, including wamnry, shall not o deemed an be rdwed, in my way, because, such work is pert d or caused to be p rrfnrmd by the Purchase. 14. PATENTS. Whenever the Seller is rrquired to use any design, device, maerial or process covered by later, patent tidemark or copyright, the Seller shall indemnify and save humless the Purchase from any and all claims for infringement by reason of the use of such practical design, does. material or process in cowoolum with the contract, and shall indemnify the Purchaser for any cast, expanse or damage which it may be obliged to pay by area of such 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 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, either pressure for the Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but naninMnging equipment, or modify it so it Incomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bamkntpr, make an assigrunent far tnc benefit of auditors, appoint is raciver or trustee fen my of the Severs property at business, this order racy forthwith he camaled by the Purchaser without Iiabiliry. 16. GOVERNING LAW. The defmnitiansofarms cod or no mainframe. oftheagreement and de tightofall portion hasuuder shall be construed under and governed by the laws offs, State of Colomdo, USA. The following Additional Conditions apply only in where the Sella is to perform work harenader, including the services of Sellers Represenxtive(s), on thecases premises ofothers. IT SELLERS RESPONSIBILITY. The Seller shall any on said work at Seller's own risk until to same is fully completed and accepted, and shall, in x of my accident, dotruction or injury to the work ember mmmws before Sellefs final completion and acceptance, complete the work at Sellefs own expense and to the satisfaction of the Purchaser. When materials and aquipmrnt aR fumishd by others for installation or section by she Seller, the Seller shall receive, unfair, woo, aM handle wine at do site and become responsible therefor as dough such amen sts ardmr equipment were Facing f ishal by the Sella matter the wader. 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 pmrchase order, and/or to their dependents in accordance with the laws of the axe in which me wok is in be done. The Sella shall also carry comprehensive general liability including. but not limited in, communal and automobile public liability insurance with bodily injury and death limits of at least $300,000 for any one person, $500,000 for any evident and property damage limit per accident of $400,000. The Sella 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 promises of others, the Sella shall furls, the Purchaser with a cari le e that such compensation and immance have been provided. Such certificates shift specify the date when such compensation and insurance have been provided. Such conditions shall speify s, date when such compensation and insummee expires. The Seller agrees that such compesation and insurance shall be mainaimd until efts the entire work is completed and accepted 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Sella hereby assumes the where responsbiliry, and liability for any and all damage, loss or injury of any kind or nation, whmmover to persons or property, caused by or courting from the execution of the wok provided for in this purchase raja or in connection herewith. no Sella will indemnify and hold hamftess the Purchaser not any r all of the Purc,asea officers, agents and employees from and against coy and all claims, losses, therapist, or expenses, whether direct or indirect, and whether to persons on pmpeny to which the Purchaser may be put or subject by reawn of any in, anion, neglect, omission or default on the part of the Seller, any 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 efforts, agents or employees at any time on account or by reason of any act, action, neglect, omission or default of the Sella of any of his contactors or my of it or their officers, was or employees as aforesaid, the Seller hereby agrees to assume me defense thereof and to defend the same at the Sellers own expense, to pay my and all costs, charges, mmmeys fees and other expenses, any and all judgments than may be incurred by or obtained against the Purchaser or any of its or than officers, agents or employees in such suits or other proceedings, and in caw judgment or other low be placed upon or obtained against the property offs, Purchaser, or said parties in or aa a result of such suits or other proceedings, the Sella will at once cause the same to be dissolvd and dlxharged by gbring bored or otMrwix. The Sella mad his contractors shall take all safety precautions, famish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard m sari including, hot without limitation, the Occupational Safety and Health Act of 1970 and all roles col regulations issued pursuant thereto. Revised 07n(i