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HomeMy WebLinkAbout543224 TOUCHSTONE HEALTH PARTNERS - PURCHASE ORDER - 9146724PO PURCHASE ORDER 914672er Page C1171 of PURCHASE 46724 1 of 2 ' `F6rt Collins( This number must packing V on all invoices, packing sli s and labels. Date: 11/1812014 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 - 1 ST FLOOR FORT COLLINS CO 80521 Delivery Date: 11/18/2014 Buyer: ED BONNETTE Note: Line Description Quantity UOM Unit Price Extended Ordered Price t FY14 Mental Health Svcs Murphy Center as contracted on 091414 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@fogov.mm 1 LOT LS 18,000.00 Total 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 I. COMMERCIAL DETAILS. Tax exemptions. By am the City of Fan Collins . exempt from state and level macs. Our Exemption Number is I L NON WAIVER. 98-04502. Federal Exciw Tax Exemption Certificate of Registry P-600058] is mugerW with the Collector of Failure of the Purchaser to insist upon strict performance of she team and conditions hermf, failure or delay to Internal Revenue, Denver, Calomda (Ref. Colorado Revised Saturs 1973, Chapter 39-26, 114 (a). exercise any rights or remedies provided herein or by law, failare to promptly notify the Seller in the event of a breach, the acceptance i for payment for goods hereunder or approval of the design, shall not doleme the Seller of Goods Rejected GOODS REJECTED due to failure to meet specifcstions, 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 andick may be rammed to you for credit and art not to he replaced except upon receipt of wrinen purchaser to insist upon strict performance hereofor any of It rights or remedies as to any such goods, regardless additiion, from the City of Fon ColUd. of whim shipped, received or incepted, as to any prior or subsequent default hereunder, nor shall any Purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of my of the hems Inspection. GOODS are subject to the City of Too Collins inspection on enrol. Indoor. Final Acceptance. Recaps of the merchandise, services or equipment in remponsc to this order an mull in 12. ASSIGNMENT OF ANTITRUST CLAIMS. suthorided payment on the pm of the City of Fan Called. However, it is to be understood shot FINAL Seller and the Pardoner recognize that in mom amounts precda, overcher es resulting from andivust ACCEPTANCE is dependent upon completion of all applicable required impectio , procedures. violations me in fact home by the Purchase. Thereof em, for good cause and as consideration for exemfng this purchase order, the Sella hereby assigns to the Purchmer my and ell claims it may now have in hereafter Freight Terms. Shipments most be F.O.B., City of Few Collins, 70) Wood St., Fan Collins, CO 80522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this order. Ifparnission is given to pump, freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. Jul I most accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where mrnufacmrcrs have dlsnibutingprim, in various pans of the muntry, shipment is If the Purchaser direct the Seller to comet nonconforming or defective good by a date to be agreed upon by the expected from the nearest distribution point to dntiwtion, and excess feight will be deducted from Invoice when Purchaser mud the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipment are made from gremn distance. may cause the work to be performed by she most expeditious means available to it, and the Sella shall Pay all cost assotimed with such wark. Permit. Seller shall procure at sellers sole cost all necessary permits, certificates and limses required by all applicable laws, regulations, ordi.nem and ales affair smut, municipality, territory or political subdivision when the work is pert ed. or required by any other duly roastimded public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Too Collins harmless from and against all liability and loss recurred by them by reason of an asarmed or established violation of any such laws, regulations, ordinances, ales and ourpm ement. Authorization. All parties to this contract agree that the representatives are, in Not, bona fide and asses, full and complete authority m bind said parties. LIMITATION OF TERMS, This Purchase Orda expressly limits acceptance in the teas and conditions sated herein set forth and any supplementary or additional mars and conditions amexed hereto or incorporated herein by ri l .. Any addiriawl or different lams and conditions proposed by seller are abjectN to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you award make complete shipment to arrive on your Promised delivery date as noted. Time is cribs essence. Delivery and paliandmce most be effected within the time stated on the purchase oho and the documents attached harem. No act of the Purchasers including, without limitation, acceptance of partial lam deliveries, shall operate as a waiver of this provision. In the event of any delay, the Parchawr shall have, in addiliun to other legal and equitable rcmedks, the option of placing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages is a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts artist, acts ofcivll or military authorities, governmental product, fires, strikes, flood, epidemics, wars or riot provided that notice of the candidates causing such delay is given to the Foundation 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 m the time annually lost by reason of the delay. 3. WARRANTY. The Seller warrants that all goods, articles, manuals and work covered by this order will conform with applicable drawings, specifications, samples and/or other descriptions given, will v fit for the purposes intended, and performed with the highest degree of care and compnence in accordance with accepted standards for work of a imilar .lure. The Sella egrets to hold the pomhaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of wadmny. The Seller shall replace, repair or make fund, without cost ra the purchasm any defect or fault arising within one (1) year or within such longer period of time as may he prescribed by law or by Use scenes army applicable wammry, provided by the Seller afro the date of acceptance of she goads famished Mrcmdn (acceptance not to be undoaso.bly delayed), resulting from imperfect in defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser sall not constitute a waiver of my claim under this warraary. Except as otherwise provided in this purchase order she Sellers liability haci nder shall extend to all damages proximately caused by the breach of any of tbe foregoing warranties or guaramecs, but such liability shall in no event include loss of profit or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. T he Purchaser may make changes to legal terms by carmen change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any eanges m the ., order tan legal terms, including additions m of deletinm from the quantities originally ordered in the specifications or drawings, by verbal or vvnuen change order. If any such change affects the amount due or the time ofperformance henunda, an equitable armament shall be made. 6. TERMINATIONS. The Purchases may at my time by women change order, cadmium this agreement as to my or all portions of the good then not shipped, subject to any equitable adjustment between the parties as to any work or materials then in Fragment provided that the Purchaser shall not be liable for any claims for anticipated profts on the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjourned be made in favor of the Sella with respect to any goads which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller crony of their obligations as to any good delivered hereunder. q. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thinly (30) days from the date she change or tan iwdon is mdaa. 8. COMPLIANCE WITH IA W. The Seller swermi that all goods sold hereuadet Mall eve been produced, cold delivered and f ifhed to more compliance with all applicable laws and regulation m which the gooB are sudes, The Sella shall execute and deliver such dommimt as may he parmod m effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character me hereby incorporated herein by this reference. The Seller agrees in indemnify and hold the Purchaser harmless from all cost and damages sufr ed by the Purchaser as a result of the Shcea failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the Perot wise consent afthc whir party. 10. TITLE. The Sella auras full, clear anal uruesvicted due to me Purchaser for all equipment materials, and it. fished n performc a of this a uadersn4 fast add clear of any and all liens, restricdods, rcervatimd, security interest eacu gamonesand claims ofothers. The Seller shall release the Nachman and its contractors of my tier from all liability and claims of any ware resulting from the performance ofonch work. This release shall apply even in the event of fault of negligence of the party a lmscd and shall extend to the directors, officers and employees of such party. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in my way, because such week is performed or caused to be performed by the Purchaser. 14, PATENTS. Whenever the Sella is cammal so use my design, device, material or pronss covered by Imer, palenl eademark id copyright, the Sella mall indemnify and save harmless the Purchaser firm any and all claims for infringement by de on of the use of such parimted design, device, natural or process in connection with the contras, and shall indemnify the, Purchaser for my cost expense or damage which it may be obliged to pay by reward of such infringement at any time during the prosmtion or after the completion of the work. In case said equipment, or my pan thereof or the intended use of the goods, is in such suit held to constu m infringement and the use of said equipment or 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 pas, replace the same with substantially equal but noninfringing equipment, or modify it sec it becomes noninGnging. 15. INSOLVENCY. If the Sella shall become insolvent or bmkap. make an assignment far the benefit of creditors, appoint a reverra or trance for any of the Sellers property or business, tforthwithbe is mda may forthwith canceled by the pumas ha without liability. 16. GOVERNING LAW. The definitions of term used an fie interpretation of the agreement and the rights of all parties hnennder call he constmed under and governed by the laves order State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform weak hereunder, including the services of Sellers Reprammuse(s), on the premises orchid, 17. SELLERS RESPONSIBILITY. The Sella shall arty on said work at Sellers awn risk until the same is fully completed and accepted, and shall, in case of any accident, destruction in injury to the work ardor demands before Seller's fi.l completion and two'c na. complee the work at Sellers own expense and m the satisfaction of the Purchaser. When rreteeials and equipment art formulated by others for installation or read.. by the Sella, the Sella still native, mload, store and handle same at the site and became responsible therefor as though such materials anNar equipment were being famished by due Sella undo the order. 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 purchase order, and/or to their dependenm in accordance with the laws of the sate in which the work is robe dome. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and amamobile public liability insurance with bodily injury and death limits of at least 5300,000 for any one person, 5500,000 far any one accident and property damage limit pa .cadent of S400,000. The Sella sou likewise require his contractors, if any, to provide for such compensation and insundoo Before any of the Sellers or his contractors employees Sall do my work upon the premises of others. the Sella sell fish the Purchases with a cerufam cast such compensation and insurance have been provided. Such na firdes mall specify the date when such romarmation and insurance have ban provided. Such certificates shall specify the dote when such compensation and insurance expires. The Sella agnes that such compensation and insurance shall be mamaimal until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for my and all damage, loss or injury of any kind or nature whosoever to persons or property caused by or resulting from the execution athe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmles the Purchases and my r all of the Pomhaurs officers, agent and employees from and against any and sell claims, losses, damages, charges or expenses, wbeher direct or indirect, and whether m persons or property to which the Purchaser may be put or subject by named of any tar, anion, neglect. omission or default on the pan of sbe Sella, any of his cadtmaors, or any of she Sellers or contractors officers, agents or employees. In case my suit or other proceedings shall be brought agai.h the Forecasts, or it officers, agent or employees at any fume an mCennt or by down of my m4 action, neglect omission or default of the Seller of any of his contractors many of its err their officers, agents or employees as aforesaid, the Sella hereby agrers to assume the defense thereof and to defend the same at Sellers own expense, to pay my and all coots, 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. agent or employees in such suits or Other proceedings, and in case judgment or to, lien be placed upon or obtained against he property cribs Purchaser, or said parties in or as a result of mch suits or other proceedings, the Sella will at once cause she same m he dissolved W discharged by giving bond or otherwise. The Sella and his contractors shall sake all safety precautions, furnish and huall all guards necessary fro the prevention of accidents, comply with all laws and regulations with regard m safety including, but without limitation. sec OccuWtional Safety and Health Act of 1970 and all rules and regulations issued pursuml therein. Revised O7n014