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HomeMy WebLinkAbout541195 MARATHON HEALTH INC - PURCHASE ORDER - 9144961Fort of Date: 08/27/2014 PURCHASE ORDER Vendor: 541195 MARATHON HEALTH INC CHAMPLAIN HILL 20 WINOOSKI FALLS WAY, STE 400 WINOOSKI VT 05404 PO Number Page 9144961 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: HUMAN RESOURCES CITY OF FORT COLLINS 215 N MASON, 2ND FLOOR FORT COLLINS CO 80524-4408 Delivery Date: 08/27/2014 Buyer: PAUL, GERRY Note: Line Description Quantity UOM Unit Price Extended Ordered Price I Implementation Fee Health and Wellness Center 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 1LOT EA 147,679.00 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 1. COMISIERC1ALDETA1LS. Tax exemptions. By sutote the City of Pan Collins is exempt from state and local taxes, Our Exemption Number is I I. NONWAIVER. 98-04502. Federal Excise Tax Exemption Cernifica,e of Registry 94-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of she terms and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statmes 1973, Chapter 39-26. 114 (a). exercise any rights or remedies provided harem or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of Goads R jobod. GOODS REJECTED due w failure to meet specifications, either when shipped or due in defects of MY of the warranties or gaigaions of this purchase under and shall rim be deemed a xai,u of any right of the damage in hanik may be rumored to you fen credit and arc not to be replaced except upon receipt of writ an Purchaser to insist upon strict rotational hereof or any of its rights or remedies as to any such goods, regardless instructions from the City of Pon Collins. of when shipped, rettned or accepted, as to any prior or consortium m default hereunder, nor shall nay pnrpor eel oral modification or rescission of this purchase order by the Purchaser Mande as a waiver of any of the 'a — Inspection, GOODS are subject to the City of Pan Collins inspection on arrival. hereof. Final Arrogance, Receipt of the merchandise, worries or equipment in response to this order can result in 12, ASSIGNMENT OF ANTITRUST CLAI MS, amhorived payment on the pan of the City of ForCollins. However, it is to be underslend rum FINAL Seller and the Purchaser recognize that in actual economic Finance, overcharges resulting from antitrust ACCEPTANCE isquire dependent upon completion ofall applicable red inspection procedures. violations are in fact Mum by by the Purchases. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now, have or hereafter Freight Teens. Shipman¢ must be EO I, City of Fon Collins, Too Wood St. For Collins, CO 80522, unless required under federal Or ssrc am. laws for such overcharges coming no the particular goods or acmes Otherwise specified on this order. If permission is given to prepay freight rand charge separately, the original freight purchased or acquired by the Purelow, purstmnl to this pu bowe outer. bill no accompany imo nce. Additional Obliges fr, packing will not be accepted U. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment from thee. Wham mnnution f o have disuiban, and points s is pans of the country, Invoice w is It Purc Pum'hasethe a Seller, a Seller ellerrecnu or indicates or debility goodly ants date to be comply, upon Purdue, the expected from the nfrom distribution point to Jesrinatiou and excess freight will be dnlnctcA tram Invoice when may aus and work to l and the Seller by the most indicates on inability or unwillingness to comply, the Pm ay all shipments are male from greeter distance. nut cause the work to ch performed by the muss expeditious means available to it, and the Seller shall pay all costs ..•ociateJ with such walk. Fermis. Salley shall procure at sellers sole cast all a sure, Fermis, y, Oarimu and licenses required so all applicable saris, regulation, ordinance and herpanic,d lythe stem, municipality, temtory or political subdivision where the work is performed, further required by any other duly Fort Coled public ess from having jurisdiction over the work in vendor. Seiler eas agree m hand she City li Fort Collin fairness My s from and against all liability cad loss incurred by them by reason of an asserted or established violation of any such laws, regulaions, ordinances, roles and requirements. Authonzation. All paries'a'his comram ance'but the representatives are, in fact bona file it possess full and complete authority to bind said panics. LIMITA'I ION OF TERNIS. This pool Order expressly limits acceptance to the teens and cOMi'ions stated herein set bull and any supplementary Or additional'erres and conditions annexed hereto or incorporated herein by reference. Any additional or differem terms and conditions proposed by seller are objcied to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGEN Iimmediately if you cannot make complete shipment to arrive on your promised delivery Ante a noted.'I ime is uRhc esscacc. Delivery coil Fu[ormvoce must b< en'ccmd within rhe'imc ,stated on the purchase order and the documents attached boom. No acts of the Purchasers including, without limimfon, acceptance of laminar lam deliveries, shall opera¢ as a wailer of this provision. [a 'he even of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable for d,'smagas. Ilowever, the Seller shall not be liable for damages as a had, of delays due to causes not reassembly foreseeable which am beyond is reasonable control and without is fault ofnegligence, such acts of Gad, acts of civil or milihary amhonties, govemmom1 pnodtles, fires, strikes, rood, epidemics, wars or riots provided that notice of the conditions causing such delay is given Ira the Purchaser within five (5) days of the lime when the Seller find received knowledge thereof. In fie event of any such delay, the date of delivery shall be extended for the period equal to the time actually lost by reawn of the delay. The Sell, shall release the Purchaser and is mntmnors of any tier from all liability and claims of any nature moulting Tom the performance of sorb work. This release this apply even in the event of fault of negligence of the any released sad shall extend to the directors, oriccrs and employees of such party. The Sellers contractual Obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is perfammd or caused to be performed by the Purchmer. la. PAI ENTS. Whenever the Seller is required to nc any design device, mmerml or process covered by letter, patent an demsrb or copyright, the Seller shall indemnify and save harmless the Purchaser fmm any and all claims for inGngement by reason of the use of such patented design, dm'ice, material in process in connection with the contract, and shall indemnify the Purchaser for any can, valance or damage which it may he obliged to pay by person 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 hid to conslim'e inGngement and the me 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 pars, replace the same with substantially equal but .—charging ryuipment, or modify it so it becomes noniptfiinging. 15, INSOLVENCY. IF the Seller shall become insolvent or bndmpt, make an assignment for the berefil of creditors, appoint a rollover or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser haser without liability. 3. WARRANTY. The Sell, wmmma that ell grads, articles, materials and work covered by this under will conform with applicable H. GOVERNING LAW, The defirmion ofit. used or the imerymtation of the agreement end the nShia ofail panto hereunder shall be drawings, specifications, sample origin other descriptions given, will be fit for the purposes intended, and complained under and governed by the laws ofthe State of Colorado, USA. performed with the highest degree of cart and compnence in accordance with accepted standards for work of a �• similar nature. The Seller agrees in hold the purchuncor harmles from nay loss, damage or expense which the - 'be following Additional Conditions apply only in cases where the Seller is to perform work hereunder, M Purchaser troy suffer or incur on account offer Sellers breach Of wartcnry. The Seller shall Miner, repair or make including the services Of Sellers Representatilah), oa the premises of othm. grwd, without cost in the purchaser, any defects or fnults arising within one year or within such longer period of IJ SELLERS RESPONSIBILITY. time as troy be prescribed by law or by the terns of any applicable warranty provided by the Seller ever the Jute of acceptance of the goods burnished na shed hereunder (acceptance not to be mon mbly delayed), reaching from imperfect no Seller shall carry on said work at Seller's own risk=in the same is fully completed and accepted, and shall, or defective walk done or materiafamed sea ls ishby the Seller. Acceptance or of goad by do, Purcser M1shall not se of any accident, destruction or injury to the work anchor m druids before Sellers final completion and n expee and to the satisfaction of the Producer. When materials acceptance, complete the work at Sellers owexpense onstimte a waiver of any claim under this warranty. Except as otherwise provided in this purchase order, the Seller sad equipment art famished by others for installation a, erection by the Seller, the Seller shall receive, unload, all liability hereunder shextend to all damages proximately caused by the breach of any of the foregoing mxmmmio or guamntres, but such liability shall in no event include lens aprofits or loss of use. NO IMPLIED WARRANTY store and handle same at the site and become responsible therefor as though such tnarerials and/or equipment OR MERCHANTABILITY OR OF FITN ESS FOR PURPOSE SHALL APPLY.' were being f ided by the Seller under the order. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal out by written change order. 5. CHANGES IN COMMERCIAL TERMS. The provision may make any changes to the terms, other than Icgal terms, including additions to or deletions fmm the quantities originally ordered in the specifications or drawings, by verWl an "lien change order. If any such change affects the amount due or the lime of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Pu Inalor may it any rime by written charge order, terminate this rib^cement as to any or all famous of the goods then not shipped, subject to any equitable adjustment between the parties as to any work or mutenals then in progress provided that the Purchaser shall not be liable for any claims for nmicipmed pmfis on the uncompleted portion of the goads anger walk, for incidental or prosecutorial damages, and that no such cormorant be made in favor of the Seller with hopectto any god which art the Sellers standard stock. No such remmwtion steal relieve the Puroulso .,,he Seller of My of Hour Obligations unit any good delivered hereunder. 1. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within 0irry (30) days from the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants Hall all good sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the gas are subject. The Seiler shall execute and deliver such chromium as maybe occurred to effect or evidence compliance. All Uws and regulatiotn rryuired to be roppomted in agreement of this fi amerer are hereby incorporated heroin by this reference. The Seller agrees to indemnify and hold the Purchaser harmles fmm all cuss and damages sufRred by the Purchaser u a result of (be Sellers 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 he prior warm consent of the order parry. 10. TITLE. The Seller wamnts full, clear and nominated title to the Purehaar for all equipment, materials, and items f idual in performance of this agreement, free and clear of any and all liens, ..am., hesery Pons, security interest encumbrances and claims of others. IS. INSURANCE. The Seller shall, at his own expeose, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by 'his purchase order, and/or to their dependants in accordance with the laws of the auto in which the work is to be done. The Seller shall also carry comprehensive general liability including, but root limited to, committal and automobile public liability ins—. with Mdily iajary suit death houirs of at lea' S30O." fen MY one person. 550QLxro for any one indent and property damage limit per accident of S400,000. The Seller shall likewise sluice his ommi if any, as provide for such compensation and measure. Before any of the Seller or his contactors employees shall do any walk open the premises of others, the Seller shall famish the Purchaser with is certificate than such comprnsaion and insurance have been provided. Such cmi0cates shall specify the data when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires. no Seller agrees that such comtiona ipn and insurance shall be mains iced until afar the entire work is compleed nod accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby aan coo the .no responsibility and liability for any and all damage. Toss or injury of any kind or nanme whatsoever to Persons or property caused by or resulting fmm the execution of the work provided for in this purchase order or in connection herewith. The Sell. will indemnify and hold harmless the Purosser and any r all of the Purchasers officers agents and employees form ad against any and all claims, losses, damages, charges or expenses, wheher direct or indirect, and whether to persons or property m which its Purchaser may be put or subject by reason Of any act, action, neglect, omission Or default on fie part of the Seller, any of his contractors, or any of the Sellers or contractors oRcars, agents or employees. In case any suit or other proceedings shall be brought against the Forefront. or is officers, agents or employees at any lime on account or by prawn of any am, ..am neglect, omission or default of life Seller of any of his contractors at soy of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thaarif and to defend the same in the Sellers own expense, to pay any and all cost, charges, mmmeys fees and other expenses, any and all judi mcns that may be incurred by err obtained against the Purchaser or any of its or their officers, agents or employees in such suit or other proceedings, and in case judgment m other lien be placed upon or obtained against the property of the Purchaser, or said parties in or as a result of such suit or other proceedings, the Seller will at once came the same to be dissolved and discharged by giving bond or otherwise. The Seller and his compactors shall take all safety precaution, famish and install all guard necessary for the prevention of accidents, comply with all laws and regulation wird Mud to safey includin& but without limimrioa, the Occupmional Safety and Health Act of 1970 and all rates and regulations issued pmsturtt thepero. Revised 07/2014