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HomeMy WebLinkAbout454406 BIOHABITATS INC - PURCHASE ORDER - 9121555City OfPURCHASE ORDER PO Number IPage 9121555 11 of 2 ' `t Collinshis number must appear 1 '�7 on all invoices, packing slips and labels. Date: 03/15/2012 Vendor: 454406 Ship To: ENGINEERING DIVISION BIOHABITATS INC CITY OF FORT COLLINS 2081 CLIPPER PARK RD 281 N COLLEGE AVE BALTIMORE Maryland 21211 FORT COLLINS Colorado 80521 Delivery Date: 03/15/2012 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1-25/SH392 Interchange Improv 1 LOT LS 98,800.00 WO #0 1 -400901900-12 Total $98,800.00 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.com 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 from state anti local taxes. Our Exemption Number is 11. NONWAIVER. 98-03502. Federal Excise Tax Exemption Certificate of Registry 94-6000587 is registered with the Collector of Failure of de Purchaser to insist upon strict performance ofthe terns and conditions hereof, Culture or May to Internal Revenue, Denver. Colorado (Ref Colorado Revised Statute., 1973. Chapter 39-26. 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach. the acceptance afro payment for goods hereunder or approval ofthe design, shall not release the Scllcr of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or duc to defects of any of the wamntics or obligations of this purchase order and shall not be deemed a waiver of any right ofthe damage in transit, may be roamed to you for credit and arc not to be replaced cxecpr upon receipt of written Purchaser to insist upon strict perfnnnance hercofnr any ofit, rights or remedies as to any such goods, regardless instructions from the City of Fort Collins of when shipped, received or accepted. as to any prior or subsequent defnu It hereunder. nor shall any pawned oral modification or m,cosira of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS are subject to the City of Fon Collins inspection on arrival, hereof. Final Acceptance. Receipt of the merohtudiw. services or equipment in response to this order can result in 12, ASSIGNMENT OF ANTITRUST CLAINIS. authorized payment on the pan of the City of Fort Collins. Howevice it is to he understand that FINAL Seller and the Purchaser recognize that in actual economic practice, rocreharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. mnlatinns ore in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase enter, the Seller hereby assigns to the Purchaser any and all claims it may now have or hcreafier Freight Terms. Shipments most be F.O.B., City of Four Collins. 700 Wood St., Pon Collins, CO 90522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services mher, ise specified oa 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 he accepted. 13. PURCI IASF,RS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various pans of the country. shipment is If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be arced upon by the expected from the nearest distribution point to destination, and excess freight will be deducted front Invoice when Purchaser and the Seller, and the Seller therea0cr indicates its inability or umvillinpness to comply, the Ptnchaser shipments arc made from greater distance. may cause the work to be perfnmcd by the most expeditious means available to it, and the Scllcr shall pay all costs associmcd with such stark. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and talcs of the state, municipality, territory or political subdivision where the work is performed. or required by any other duly constituted public authority having jurisdiction aver the work of vendor. Seller further agrees to hold the City of Fort Collins hamhxs from and against all liability and Inc, incurred by them by reason of an as. ertcd or established violation of any such laws, regulations, ordinances. talcs and requirements. Authorization. All panics to this contract agree that the representatives are, in fact, bona fide and prev css full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional more, and conditions annexed hereto or incorporated herein by reference. Any additional or different tells and conditions proposed by seller arc objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyou cannot make complete shipment to arrive on your promised delivery date as noted. Time is ofthe essence. Delivm and performance must be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver afthis provision. In the event of any delay. the Purchaser shall have, in addition to other legal and equitable remedies, the option off lacing this order elsewhere and holding the Seller liable for damages. However, the Scllcr shall not be liable for damages as a result of delay:, due to causes nor reasonably foreseeable which arc beyond its reasonable control and without it, fault of negligence. such act, of God. acts of civil or military authorities. governmental priorities. fires strikes. Bind, epidemics. wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Seller for received knowledge thereof In the event of any such delay, the date of dcl ivory shall he 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 co%cmd 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 n similar nonce. The Seller agrees to hold the purchaser hamdec from any lose damage or expense which the Purchaser may offer or incur on account of the Sellers breach of wamnry. The Seller shall replace, repair or make good. svithoolcost to the purchaser, any defects or faults ansing within one (I) year or within such longer period of time as may be prescribed by law or by the toms ofany applicable wamnry provided by the Seller after the date of acceptance ofthe goods famished hereunder (acceptance not to be unreasowbly delayed), resulting from inrperfecl or defective work done or materials famished by the Seller. Acceptance or use of good by the Purchaser shall not constitute a waiver ofany claim under 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 warranties or guarantees but such liability shall in no event include loss nfpmGts or loss of ruse. 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 bywritten change nrder. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the toms, other than legal terms, including nddillnas to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such chance affects the amount due or the time off,alormance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to any or all manors of the goods then not shipped, subject to any equiable adjustment between the parties is to any work or materials then in pmgress provided that the Purchaser shall not be liable for any claims for anticipated ports on the uncompleted portion of the goods andfor work, for incidental or consequential damages, and that no such adjustment be made in favor of the Scllcr with respect to any goods which arc the Scllcrs stnndmd stock. No such termination shall relieve the Purchaser or the Seller ofany ofuhcir obligations as to any geed delivered heramder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment mast he as,ened within thirty (30) days from the date the change or termination is ordered. R. COMPLIANCE WITH LAW. The Seller wamnts that all goods sold hcrctmdcr shall haec been produced. sold. delivered and furnished in strict compliance with all applicable laws and regulations to which the goods arc subject. The Seller shall execute and deliver such dreunrents as may be required to effect or evidence compliance. All laws mud regtlminns required to be incorporated in agreements of this character are hereby incorporated herein by this reference. The Scllcr agrees to indemnify and hold the Purchaser harmless from all costsand damages suffered by the Purchaser as a result of the Scllcrs failure to comply with mach Inc. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or In become due hereunder without the prior written consent ofthe other party. 10. TITLE. The Scllcnvnmms hull, clear and unrestricted title to the Purchaser for all equipment, materials. and items furnished in perfrmance of this agreement free and clear of any and all liens, restrictions, rescr,mions. security interest encumbrances and claims of ethers. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the perfnrmance ofsuch work. This release shall apply even in the mend of Endt of negligence of the party released and shall extend to the dine al. officers and employees of such party. The Seller., contnetnal obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is performed or caused In be performed by the Purchaser. 14. PATIENTS. 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 patented design, device. material or process in ennnectinn with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason fsuch infringemem at any time during the prosecution or aficr the completion of the work. In case said equipment. or any part 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 procure for the Puchaser the right In continue using said equipment or pans, replace the same with substantially equal but noninfringing equipment, or modify it so it becnmcs noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or tmsec for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW, The definitions of uemus used or the interpretation oflhe agreement and the rights ofall panics hereunder shall be consumed under and gnvemed by the laws ofthc State of Cnlnmdo. USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the scnice, of Scllcm Representato e(s), on the premises ofothers. 17. SELLERS RESPONSIBILITY, The Seller shall carry on said work at Seller's own risk until the same is fully completed and accepted. and shall, in case of any accident destruction or injury to the end: and/or materials before Selle's final completion and ncccptanec, complete the work at Sellers own expense and to the satisfaction ofthe Purchaser. When materials and equipment arc famished by others for installation or erection by the Seller. the Seller 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 under the order. 19. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits In its employees employed on or in connection with the work covered by this purchase order. andfor to their dependents in accordance with the Imes ofthe state in which the work is to he done. The Seller shall also carry comprehensive general liability including. but not limited to. contractual and automobile public liability insurance with bmlily injury and death limits afro least 5300,000 for any one person. S500,000 for any one accident and property damage limit per accident of S400,000. The Seller shall likewise require his contractors. if nny, to provide fonvueh compensaion and insurance. Befnm any ofthe Sellers or his contractors employees shall do nny work upon the premises of olhcrs, the Sellershall furnish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall .specify the date when such compensation and insurance have been provided. Sash cmtificoa shall specify the date when such compensation and msarnnce expires, The Scllcr agrees that such calf,cusxtion and insurance shall he maintained mltil after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hcrehy assumes the entire responsibility and liability for any and all damage, log or injury of any kind r nature whensoever to persons or property caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Scllcr will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and cmployccs 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 Scllcr. any of his contractors, or any of the Scllcrs or contractors officers, agents or employees In case any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at any lime no account or by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof 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 nny be incurred by or nbuincd against the Purchaser or any of its or their officers. ,agents or employers in such suits or other proceeding, and in ease judgment or other lien be placed upon or obtained against the praperty ofthe Purchnscr, or said parties in or as a result ofsuch snits or other proceedings, the Seller will at roes. cause the sane to be disolved and discharged by giving bond orothcrwise. The Scllcr and his contractors shall take all safety precautions furnish and install all guards necessary for the prevention of accidents, comply with all Imes and regulations with regard In sahcN including, but without limitation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 03/2010