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HomeMy WebLinkAbout543224 TOUCHSTONE HEALTH PARTNERS - PURCHASE ORDER - 9146723 (2)Fort Collins Date: 11/26/2014 PURCHASE ORDER Vendor: 543224 TOUCHSTONE HEALTH PARTNERS 125 CRESTRIDGE ST FORT COLLINS CO 80525-3934 PO Number Page 9146723 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: CITY MANAGER CITY OF FORT COLLINS 300 LAPORTE AVE 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 2 FY14 CDDT Program s FY14 CDDT Program 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:purchasinga@fcgov.com 1 LOT EA 1 LOT EA 28,139.18 3,188.82 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 statute the City of Fort Collins is exempt fmm state and legal taxes. Our Exemption Number is I L NON WAIVER. 98404502. Federal Excise Tax Exemption Certificate of Rmm, 84-6000587 is traditional with the Collator of Failure of the Purchaser to insist upon strict performance of the to. and candidates hereof, failure or delay u Internal Revenue, Deaver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26, 114 (a). exercise any rights or remedies provided herein a by law, failure to promptly ratify be Seller in be event of a bench, be wrepmnce ofor paymsm for gwds hereunder or approval of the design, shall not release the Seller of Goods Rejected. GOODS BEIECTED due to failune a meet specifications, either when shipped m due to defects of any of the warranties or obligations of this Random order and shall not be dceded a waiver of any right of be damage in transit, may be rtturned to you for credit and are not to be replaced except upon receipt of written Pumboser to insist upon strict performance hereofor any of its rights or remNies as to any such goods, regandless instructions firm the City of Fun Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported mal modification or rescission of this purchase order by the Purchaser operate as a waiver of any of be terms Inspection. GOODS are subject to the City of Full Collins itsspcefon oa survival. hereof. Ford Acceptance. Receipt of the merchandise, services or ryuipment in response to this ode can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins. However, it is m be understood that FINAL Seller and be Purchaser recognize then in actual a owe practice, overchare gresulting fmm antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations arc in fact home by the Purchaser. Thativiorenfor good cause and as consideration for executing this purchase order, the Seller hereby wsigrss to the Purchaser any and all claims it may now have or hereafter Freight Terns. Shipments must be F.O.B., City of Fort Collins, 700 Wood St, Fact Collins, CO 80522, unless acquired under federal or sure antitrust laws for such overcharge relaying 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 Pumhar pursuant to this purchase order. bill must accompany invoice. Additional chum for mckiag will not te accepted. Shipment Distance. Where manufacturers have dismbuting points in %arum pans of the country, shipment is expected from the nearest distribution paid to destination, and excess freight will be believed fmm Invoice when shipments are made from greater distance. Panama. Seller shall pmcme at sellers sole cost all necessary permits, certificates and lic mess required by all applicable laws, regulations, ordinawes and rules of the sum, municipality, territory or political subdivision where the work is parboar d, or obtained by any other duly constituted public authority having jurisdiction over the work of vendor. Seller harbor agrees to Sold the City of Fort Collins harmless fmm and agaiwl all liability and loss coned by them by reason of an assured or established violation of my such laws, regulations, ordinances, rules and reluimmenB. Authorization. All patches to this contract agree that the representatives arc, in fact, bow fide and possess full and complete authority m bind said parties. LIMITATION OF TERMS. This Purchase Order esprtssly lints accepm ere to the it. and conditions stated herein set fond and nay supplementary, or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or differenuena, and conditions proposed by seller arc objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyau cannot make complete shipment to arrive on your promised delivery date ex noted. Time is of the essence. Delivery and performance most be effected within the time smded oat the pumlmse Order and the documents attached harem. No acts of the Purchasers including, without limitation, xc@tan¢ of partial late deliveries, shall operate as a waiver of this provision. Ins be event of my delay, the purchaser shall have, in addition m other legal and equitable muddies, be When of placing this order elsewhere and holding he Seller liable for damages. However, the Sellef shall not be liable for damages az a dark of delays due m causes not reasonably foreseeable which pre beyond its reasonable control and without its fault of negligence, such acts of Gal, .,is fcivil or milimry embodies, governmental priorities, fires, strikes, flood, epidemics, wars or dots provided that notice of the conditions causing such delay is given to the Purchaer within five (5) days of be time wham the Seller first received knowledge thereof. In the event of my such delay, the date of delivery shall be extended our be period all m be time aznmlly lost by reams of the delay. 3. WARRANTY. The Sella warrants that all goods, articles, 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 a similar nature. The Seller agree b hold the purchaser harmless from my loss, damage or expense which the Pambsser may suffer or incur on account ofthe Sellers breach of warranty. The Seller shall replace, pair or make good, without cost m the purchaser, my defects or faults arising within arse (1) your or within such longer period of time as may be prevented by law or by the send of any applicable womanly provided by the Shce aflor the date of acceptance of the good famished hereunda (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 Or mnstiwe a waiver of any claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in an event include loss of profits or loss ofac e. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terms by wd0en change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes as be teens, not, than legal tomes, including addiumas to or deleiow fmm the gwmities originally ordered in the apecificuhow of dawings, by verbal or wncm change other. If any such change affects be amount due at the time ofperf ante beebder. an equitable w1jusment shall be made. 6. TERMINATIONS. The Purchaser may at any time by wrincn change order, terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the parties as to any work or materials then in progress provided bat the Purchase shall not be liable for any claims for anticipated prefix on be uncompleted Random of the good and/or work, for incideaml or curse maraiel damage, and that no aura adjustment be made in favor of the Sella with compact to any goods which art be Sellers morn and sock. No such germination shall relieve be Purchaser or be Seller of any of their obligations u u my goods delivered hereunder. Z CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be armed within thirty 130) days from be date the change or termination is odered. 9. COMPLIANCE WITH LAW. The Seller warrants bar all good mid hereunder shall have ban produced, sold, delivered and f fished in strict compliance with all applicable laws and regulations to which be good art subject The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character art hereby incorporated herein by this reference. The Seller agrees to indemnify and hold me Purchaser harmless fmm all costs and damages suffered by be Purchaer as a result of the Sellers failure to comply wib such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without be prior written consent of be other party. 10. TITLE. The Sella wee ants full, elm and umesbicted title b the Purchase for all equipnrenL nationals, and items famished in padbd m e of this aluminum, free and cm of my and all liens, manicurist, residdi iaw, scarily interest eacumbrince and claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Ifbe Purchaser directs be Seller to correct nonconforming or defective good by a date to be agreed upon by be Pumhuer and the Seller, and the Seller thereafter indicates its inability, Or unwillingness to comply, the Purchaser may cause the work to be perfomred by the most expeditions mans available to it and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors of any for fmm all liability and claims of any wture resulting from the peR ofsuch work. This delouse shall apply on in the event of faun of negligence of the parry, released and shall extend to the direcmrs, olEcers and employees of such party. The Seller's committal obligations, including warranty, shall not be deemed in be reduced, in any way, because such work is perfortaed or caused to be perforated by the Purchaser. 14. PATENTS. Wbenever the Seller u requited in use any deign, device, maternal at process covered by loner, patent trademark r copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infn'agemat by reason of the we of such pammed design, device, material or promise in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it maybe obliged to pay by reason of such infringement at any time during the prosecution or after the completion of be work. In case said eq.ipmmt, or my pan thereof or be intended use of the good, is in such suit hid to commute infringement and be use of said equipment or pan is enjoined the Seller shall, at its own expense and at its option, eiher local for the Purchaser the right to continue wing said ryuipment or pacts, replace the same with substantially equal but mainfn'nging equipment, or modify it a, it becomes naninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of coeditors, appoint a raciver or bounce fro my of the Sellers property at business, this order may forthwith be canceled by the Producer without liability. 16. GOVERNING LAW. The definitions ofrms used or the interpretation of the agreement and be tights of all parties hereunder shall be construed under and governed by the laws afine Slam of Colorado. USA. The following Additional CaMitiom apply only in coses where the Seller is to perform work hereunder, including the service of Sellers Reprmandivask an the premises ofodtem. IT. SELLERS RESPONSIBILITY. The Sella shall tarty on said work at Sellers own risk until be same is fully completed and accol and shall, in se of any accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchaser. When manta is and equipment are dammed by others for installation or erection by the Seller, the Seller shall receive, broad store and handle same at the site and become mponsible therefor as bough such mderiaB and/or equipment were being fumishM by the Seller under the order. 18, INSURANCE. The Seller shall, at his own expence, provide for the payment of workers compensation, including occupational disease bena lts, 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 be state in which be work is to be done. The Seller shall also carry comprehessive gmeml liability including, but our Ilmhed to, commodual and amomnbile public liability income, with bWily injury and death limits of a taut 5300,000 for any now perst s500,00o for any one accident and pmpmy damage limit per accident of S400,01s The Seller shall likewise mature his comments, if any, to provide for such compensation and insurance. Before any of the 5d1ers at his contractors employees shall do any work upon the premises ofabers, the Sella shall famish be Rochester with a ceniBcate that such compensation and insurance have been provided. Such candidate shall specify the date when such compensation and immure have been provided. Such certificates shall specify the date when such commaraatimn and insurance expires. The Selleregrets distinct compedation and imumwe shall be maintained btil aRe be entire work is completed and accepted 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Sella hereby assumes the entire responsibility and liability for any and all damage, loss or injury ofany kind or nature wlmtsnever to persons or property caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold hamless the Purchaser and any r sll of the Purchuers oRces, agents and employees from and against my and all claims, losses, damages. charges or expams, whether direct or indicates, and whether m persona or property to which the Purchaser may be put or subject by deacon of my act action, negla., omission or default on the part of the Seller , my of his contactors, or any of be Sellers or mnmactors officer, agents or employees. In cue my suit or other pmmedings shall be brought against the Purchases, or its officers, agents or employees at any time an account or by reason of any act, action, neglect, omission or default of be Seller of any of his contractors or on, of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume be defense thereof and to de[end be same at the Sellers own expense, ro pay my and all costs, charges, anomeys fees and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser or my of its or bet oificrn, agents or employees in such suits or other proceedings, and in case judgment or other lion be placed upon or obtained against be property of be Purchaser, or said parties in Or as a result ofsuch suits or other proceedings, be Seller will at once cause the same to be dissolved and ducbarged by giving bond or mgaawue. The Sella and his contractors shall take all safety precautions, fumish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to aaRty including, but without limitation, the Occupational Safety and Health Act of 1920 end all rules and regulations issued pursuane berm. Revised oTR014