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HomeMy WebLinkAbout454406 BIOHABITATS INC - PURCHASE ORDER - 9112700PURCHASE ORDER PO Number Page City Of///��� 9112700 I of z Collins This number must appear ' t on all invoices, packing `t slips and labels. Date: 05/1212011 Vendor: 454406 Ship To: WATER UTILITIES BIOHABITATS INC CITY OF FORT COLLINS 2081 CLIPPER PARK RD 700 WOOD ST BALTIMORE Maryland 21211 FORT COLLINS Colorado 80521 Delivery Date: 05/12/2011 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price CONSULTING SERVICES 1 LOT LS 7,125.00 TIMBERLINE WETLAND MITIGATION Total $7,125.00 Invoice Address: 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 City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.coin PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tam exemptions. By shoran, the City of Fort Collins is exempt chosen state and local taxes. Our Exemption Number is 11. NONWAIVER. 913-01502. Fedeml Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist open strict performance of the terms and conditions hereef. failure or delay to Intoned Revenue, Deno, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). exercise any rights or rcmcdics pmvidcd herein m by law, failure to promptly notify the Seller in the event of a breach, the acceptance ofor payment for goods hereunder or approval ofthc design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be dremed a waiver of any right of the damage in transit. may be renamed to you for credit and arc not to be replaced except upon receipt of women purchaser to insist upon strict performance hereofm any of its rights or remedies as to any such goods, regardless instructions franc the City of Fort Collins. of when shipped. received or accepted, as to any prior or subsequent default hereunder. nor shall any pu Tsm d oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the semis Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the mc¢handise, services or equipment in rtspeasc to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the part of the City of Fort Collins. How cvcr, it is to be underatood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection proeedums. violations are in fact home by the Purchaser. Theretofore, for good cause and as consideration for c.xecining this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or herea0cr Freight Terms, Shipments must be F.O.B., City of Fan Collins, 700 Wmd St., Fort Collins, CO 90522. unless acquired under federal or state antitrust Imes fen such overcharges relating to the particular goods or services otherwise specified on this order. If pcmnission 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. PURCI IASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance Whem manufacturers have distributing point in various ,an., of the country, shipment is If the Pnrchascr directs the Seller to correct nonconfomoing 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 from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made from greater distance. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all costs associated with such weak. Permits. Seller shall puncture at sellers sole cost all necessary pmnins, cenifieates and licenses required by all applicable laws, regulations, ordinances and mles of the state, municipality, territory 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 (umber agrees to hold the City of Fan Collins hamclec from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, mles and rcquiren cats. Amhorirarion. All panics to this contract agree that the representatives arc. in fact, been fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the mmcs and conditions stated herein act forth and any supplementary or additional rants and conditions annexed hereto or incorporated herein by reference. Any additional or different tells and conditions pmposcd 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 of the essence. Delivery and performance must be effected within the time stated on the purchasc order and the documents attached herein. No acts of the Purchasers including, without limitation. acceptance ofpnrtial late deliveries, shall operate as a waiver of This provision. In the event of any delay. the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not he liable for damages as a result of delays due to causes m0 reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts of God, acts ofeivil or military authorities, governmental polarities. fires, strikes, Old, epidemics, wars or riots provided that notice of the conditions coming 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 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 agrees to hold the purchaser harmless form any loss, damage ar expense which the Purchaser may suffer or inem 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 pmvidcd by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed). resulting from imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaur shall not consnmte a waiver ninny claim under this warmanty. Except as otherwise provided in this purchase order, the Sellers liability Immunder shall extend no all damages proximately caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include In. nfpmfns ar loss cruse. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY, 4. CHANGES IN LEGAL TERMS. The Pnrchascr may make changes to legal tents by written change order. S. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes In the terms, other than legal terms, including additions to or deletions from the quantities originally onlemd in the specifications or drawings, by verbal or written change ceder. If any such change affects the amount due or the time of performance hereunder an equitable adjummem shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, wmainatc this agreement as to any or all portions of the galls then not shipped, subject to any equitable adjustment bdxsxen the panics as to any work or materials then in pmgress provided that the purchaser shall not be liable for any claims for anticipated profits on the uncompleted portion of the goods and/or work, fen incidental or consequential damages. and that no such adjustment be made in favor of the Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days fmm the date the change or termination is ordered. R. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and fumished 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 be incorporated in agreements of this character are hereby incorporated herein b)this rc(erence, The Seller agrees to indemnify and hold the Pumhascr hapless Form all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or 10 become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished in performance of this agreement, face and clear of any and all liens, mstrictions. reservations, security interest encumbrances and claims crochets. The Seller shall release the Parehascr and its contmcmrs of any tier fmm all liability and claims of any nature resulting from the performance 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 ofsuch party. The Sellers contractual obligations, including wam, nty, shall not be deemed to be reduced. in any way, because such work is perfomlM or caused to be per fomlM by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or pmecss covered by letter, patent. trademark or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringemem by reason of the use of such patented design, device. material or prncess 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 ofsuch infringement at any time daring the prosecution or after the completion of the work. In case said equipnanl, 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 Proauc for the Purchaser the right to continue using said equipment or parts. replace the same with substantially equal hen noomfiringing equipment. or modify, it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall beconm insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or tmstec for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions oftcmts used to the interpretation ohhe agreement and the rights ofall panics hereunder shall be construed under and governed by the laws office Stine of Colorado. USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the services of Sellers Rcprcscntative(s), on the prcmiscs ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall tarty en acid work at Shccrs own risk until the same is fully completed and accepted. and shall, in case of any accident, de auction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Seller's awn expense and to the satisfaction of the Parehascr. When materials and equipment are furnished by ethers for installation or crmtion by the Seller. the Scllcr shall receive, unload, store and handle same at the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller undo the order. 18. INSURANCE. The Sellershall. at his own expense, pmvidc for the payment of workers compcnspion, including ocapmional disease bcncrat. to its employees employed na or in connection with the work covered by IN, purehnsc coder, and/or to their dependents in accordance with the laws of the state in which the work is to be done The Seller shall also carry comprehensive general liability inchiding, but not limited to, cormactunl and automobile public liability insaance with bodily injury and death limits of at least 5300.000 for any one person. 5500,000 for any one accident and pmpemy damage limit per accident of 5400.000. The Seller shill likewise require his contractors, if any, to pmvidc for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the prcmiscs of nthcrs. the Scllcr shall famish the Purchaser with a certificate that such compensation and insurance have been pmvidcd. Such certificates shall specify the date when such compensation and insurance hnvc been provided. Such certificates shall specify the date when such compensation and insurance expires. The Scller agrees that such compensation and insurance, shall be maimained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire acsponsibility, and liability for any and all damage, loss or injury crane kind or nature whatsoever to pesons or pospeny caused by or resulting front the execution ofthe work provided for in this purchase elicitor in connection herewith. The Seller will indemnify and hold hapless 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, whether direct or indirect, and whether to persons or property to which the Purchaser may be put or subject by reason of any act. action, neglect, omission or default on the pan of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employees In case any suit or other proceedings shall be brought against the Purchaser, or its oRcers, agents or employees at any time on account or by reason of any act. action, neglect, omission or default of the Seller of any of his contractors er any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and in defend the same at the Sellers oxen expense, to pay any and all costs, 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, agents or employees in such suits or other proceedings, and in case judgment or other lien he placed Mena or obtained against the progeny of the Purchaser, or said panics in or as a result of such suits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, fupish and install all guards necessary for the prevention of accidents, comply with all Imws and regulations with regard to safety including, but without lioulation. the Occupational Snfcty and Health Act of 1970 and all talcs and regulations issued pursuant Ihcrcm. Revised 032010