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HomeMy WebLinkAbout454406 BIOHABITATS INC - PURCHASE ORDER - 9111909Fort of Date: 04/06/2011 Vendor: 454406 BIOHABITATS INC 2081 CLIPPER PARK RD BALTIMORE Maryland 21211 PURCHASE ORDER PO Number Page 9111909 1of2 This number must appear on all invoices, packing slips and labels. Ship To: NATURAL RESOURCES CITY OF FORT COLLINS 200 W. MOUNTAIN FORT COLLINS Colorado 80521 Delivery Date: 04/06/2011 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 McMurry restoration Per work order NA-184 Downpayment and acquisition of Plant Material for McMurry Restoration C3. O✓la.�-¢4 � City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill II, 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 1 LOT LS Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchasc Ordcr Tcrms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the Ciry of Fort Collins is exempt from state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption CertiOwte of Registry 94-M00597 is registered with the Collector of Internal Revenue. Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (n). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in tratuil, may be retumcd to you for credit and arc not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the means and conditions hcrcof. failure or delay to exercise any in or remedies provided herein or by law, f,'hilure to promptly notify the Seller in the ewcm of a bench, the acceptance ofor payment for goods hereunder or approval ofthe design, shall not release the Seller of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict performance hcrcof or any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modification or resc ission of this porchaac order by the Purchaser operate as a waiver of any of the teens hcrcof. Final Accepancc. Receipt of the merchandise, scrviccs or equipment in response to this order can result in 12. ASS IG N M ENT OF ANTITR UST CLA I M S. authorized payment on the pan of the City of Fort Collins however, it is to be understood that FINAL Seller and the Purchaser recognize thnl in actual economic practice, overcharges resulting from armrest ACCEPTANCE is dependent upon completion ofall applicable required inspection proceduresviolations are in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase nrder, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Tcmrs. Shipments must be F.O.B.. City of Fort Collins, 700 Wood St., Fan Collins. CO 80522. unless acquired under federal or state antitrust laws for .such overcharges relating to the particular goods or scrviccs otherwise specified on this order If permission is given to prepay freight and charge separately, the original freight purchased or acquired by'the Purchaser pursuant to this purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted form Invoice when Purchaser and the Seller, and the Seller dwoul ter indicates its inability or unwillingness to comply, the Purchaser shipments are made from greater distance. may cause the work to be performed by the must expeditious means available to it, and the Scllcr shall pay all costs msecimcd with such work. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rates of the state. municipality, mmtary or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fort Collins hamdcss from and against all liability and loss incurred by them by reason often asserted or established violation orally such laws, regulations, ordinances, rules and requirements, Authorization. All panics to this contract agree that the representatives are, in fact, bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the Isms and conditions gated herein set forth and any supplementary or additional terms and conditions annexed herein or incorporated herein by reference. Any additional ordifferent terms and conditions proposed by seller arc objected 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 infirm essence. Delivery and pnfomancc must be effected within the time stated on the purchase order and the documents attached hacro. No acts of the Purchasers including, without limitation, acceptance ofpartial late deliveries, shall operate as a waiver of this provision. In the event crony delay. the Purchaser shall have, in addition to other legal and equitable remodics, the option ofplacing this order dwwhcm and holding the Seller liable for damages. Hmex,mr, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond it reasonable cannot and without its fault of negligence. such acts ofG iL acts ofeivil or military authorities, governmental priontics, fires, strikes. Bond, epidemics, wars or rills provided that notice of the conditions causing such delay is given to the Purchaser 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 to the time actually lost by reason of the delay. 3. WARRANTY. The Seller wamnts that all goods, articles, materials and work covered by this .,it,, will confnm with ippliculdc drawings specifications, samples and/or other descriptions given, will be fit for the putpoms intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Scllcrs breach of wamnry. The Seller shall replace, repair or make grad without cost 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 rants orally applicable wamnry provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed). resulting from imperfect or defective work done or materials famished by the Scllcr. Acceptance or use of goods by the Purchaser shall not constitute a waiver orally claim uada this warranty. Except as otherwise provided in this purchase order, the Scllcrs liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wamtitie, or guarantees, but such liability shall in no event include lass ofproftts or loss crust. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal lams by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal tears, including additions to or deletions from the quamiries originally ordered in the specifications or drawings, by verbal or .written change order. If any such change affects the ammunt due or the time ofperfommmcc hereunder, an equitable adjustment shall be made. fi. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the goods, then nor shipped, subject to any equitable adjustment between the parties as to any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goads which arc the Sellers standard stock. No such termination shall relieve the Purchasc, or the Seller orally of their obligations as to any good delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be assured within thirty (30) days from the date the change or termination is ordered. R. COMPLIANCE WITH LAW. The Seller wamnts that all goods sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods arc subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to he incorporated in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all casts and damages suffered by the Purchaser ns a result of the Scllcrs failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, err convey this order, many monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller variants full, clear and unrestricted title to the Purchaser for all equipment materials. and items famished in performance of this agreement, free and clear of any and all liens. restrictions, reservations, security interest encumbrances and claims ofothers. The Seller shall rcIca c the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the perfrmance of such work. This release shall apply even in the event of fault of negligence of the party released 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 any way, because such work is perfomed or canned to be Performed 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 Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement by reason of the use of such pmeated design, device, material or process in connection with the contract. and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason 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 part 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 pans, replace the same with substantially equal but noninfringing equipment or modify it so it becomes anninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt make an assignment for the benefit of creditors. appoint a receiver or tmstce for any of the Sellers pmpeny, or business, this order may forthwith be canceled by the Purchaser without liebilim 16. GOVERNING LAW. The dcfhnitions of terns used or the interpretation of the agreement and the rights of all panics hereunder shall be consumed under and governed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the scrviccs of Sellers Representmiec(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk until the same is fully completed and ncecpted. and shall. in case of any accident, destruction or injury to the work and/or materials before Setters final completion and acceptance, complete the work at Scherer own expense and to the satisfaction of the Purchaser. When materials and equipment arc famished by others for installation or erection by the Seller. the Seller shall receive, unload. store and handle some at the sit, and become respertible therefor as though such materials and/or equipment were being furnished by the Seller under the order. IR. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occnpatiomal disease benefits, to its employees employed on or in connection with the work covered by this purchase order. antler to their dependents in accordance with the laws of the state in which the work is to be dune The Seller ,shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at Icnst Si06.000 fee any one person, S50gM)0 for any one accident and property damage limit per accident of $400.000. The Seller ,hall likewise require his contractors, if any, to provide for such compenmtion .and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises of mhcrs, the Seller shall Finnish the Purchaser with a ccnificmc that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Stich certificates shall specify the date when such enmpcnsalion and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until aRer the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage. loss or injury ofany kind or nature whatsoever to persons or pmpeny caused by or resulting form the execution of the work pmwidcd fur in this purchase order or in connection herewith. The Seller will indemnify and hold hamdess the Purchaser and any or all of the Purchasers officers, agents and employees from and against any and all claims losses. damages. charges or expenses, schether direct or indirect. and whether to persons or property to which the Purchnscr may be pill or subject by reason of any act, action, neglect, emission or default on the pan of the Seller, any of his conmetors, or any of the Sellers or contractors officers, agents or employees. In case any snit or other proceedings shall be brought against the Purchaser, ar its officers. agents or employees at any time on account or by reason of any act, action, neglect omission of default of the Seller orally of his contractor, or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense Ihercef and to defend the same at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses. any and all judgments that may be incurred by fir obtained against the Purchaser or any of it or lbeir officers. .agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon or obtnined against the property of the Purchaser, unsaid panics in fir as a result ofsuch suits or other proceedings, the Seller will at once cane the same to be dissolved and discharged by giving bond or mhcmi,c. Th, Scllcr and his contractors shall take all safety precautions. Punish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all talcs and regulations issued pursuant thereto. Revised 03/2010