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HomeMy WebLinkAbout454406 BIOHABITATS INC - PURCHASE ORDER - 9123108PO Page PURCHASE ORDER City Of 912310er 123108 1 of z Fort Collins This number must appear 1�_.J`-' ` on all invoices, packing slips and labels. Date: 05/24/2012 Vendor: 454406 Ship To: NATURAL RESOURCES BIOHABITATS INC CITY OF FORT COLLINS 2081 CLIPPER PARK RD 200 W. MOUNTAIN BALTIMORE Maryland 21211 FORT COLLINS Colorado 80521 Delivery Date: 05/24/2012 Buyer: JOHN STEPHEN Note: Line Description Quantity Ordered UOM Unit Price Extended Price 1 Running Deer Restoration 1 LOT LS 19,540.00 PER WORK ORDER NA-203 2 Sterling Restoration Revised 1 LOT LS 18,365.00 PER WORK ORDER NA-202 Total $37,905.00 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 Tcnns and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tres exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 99-04502, Evil cral Excise Tax Exemption Cenifieate of Registry 94fi000597 is registered .with the Collector of Internal Revenue. Deaver, Colorado (Ref: Colorado Revised Strides 1973. Chapter 39-26. 114 Etf Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit. may be returned to you for credit and are not to be replaced except upon recruit of written instructions from the City of Fort Collins. Inspection. GOODS are subicct to the City of Fort Collins inspection c n arrival 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the hems and conditions hereof, failure or delay to exercise any rights or remedies provided herein or by law, failure to promptly nolify the Seller in the event of a breach, the acceptance ofor payment for goods hereunder or approval afthe 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 hereofor 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 owl modification err mscissino of this pane rise order by the Purchaser operate is a waiver of airy of the terms hereof. Final Acceptance. Receipt of the merchandise, scmiccs or equipment in respects, to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. notherized payment on the part of the City of Fort Collins, However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice owrehirges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures, violations are in fact borne by the Purchaser. 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 Tcnns. Shipments must be VO.B., Citv of Fort Collins, 700 Wool St, Fort Collins. CO 90522, unless acgnir.I under federal or ,rate antitrust laws for such overcharges relating to the particular goods or scrviccs othcnvise specified on this order. If pemuisson is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill most accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufactamrs have distributing points in various pans of the contry, shipment is Iflhe Purchaser directs the Seller In correct nonconfnmaing or defective goods by a date to be ag cod 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 umvillinguess to comply, the Purchaser shipments are made from greater distance. may cause the work to be perfnmmd by the, most expeditious means available to it, and the Seller shall pay all cost .....nriatrd with corh .work Permits Seller shall procure at sellers sole cost all necessary pemutc, certificates and licenses required by all applicable laws. regulations. ordinances and Tubes of the state. municipality, temtory Or political subdivision where the work is perforated, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller fi "der agrees to hold the City of Fort Collins harmless 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 requirements. Authorization, All parties to this contract agree that the representatives are. in fact, bona Ede and possess full and complete authority to bind said parties. LIMITATION OF TERMS, This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional terns and conditions annexed hereto or incorporated herein by reference. Any additional or different pants and conditions prarx rd by seller arc objected to and hereby rcieeled, 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to active on your promised delivery date as noted. Time is of the essence Delivery and performance must be effected within the time stated oa the purchase order and the duconvnts attached hereto- No acts of the Purchasers ine l cal i rip, without limitation, acceptance of partial Inc deliveries, shall operate as a waiver of this provision. In the event ofa as, delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option ofpbacinp this order elsewhere and holding the Seller liable for damages Heavier. the Scllcr shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence such acts of God, acts ofcivil or military authorities, goyemmental priorities. fires, strikes, flood epidemics wsars 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 Seiler 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 ofthe delay. 3. WARRANTY. The Seller cam, nts that all goods. articles. materials and work covered by this order mill conform with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and perfomwd 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 Fruitless from any loss, damage or expense which the Purchaser nay suffer Or incur on account of the Sellers breach of warranty. The Scllcr shall replace, repair or make good, without cost to the purchaser. any defects or faults arising within one (1) year m within such longer period of time as may be prescribed by law or by the teats of any applicable wormnty, provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to he unreasonably delayed), resulting front imperfect or defective cork done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a mmirer array claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages preximatcly caused by the breach of any of the foregoing warranties or guamntces, but such liability shall in no event include loss of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal tetras by written change erdcc. 5. CHANGES IN COMMERCIAL TERMS. The Purchnscr may make any changes to the teats. other than Icgul terns, including additions to or deletions front the quantifies Originally Ordered iu the specifications or drawings by verbal or written change onler. If any such change affects the amount due or the time of performance hereunder, an equitable adjustment shall be made. fi. TERMINATIONS. The Purchaser may at any time by wrimcn change ender. terminate this agreement as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the panics as to any work or nmtcrials then in progress provided that the Purchaser shall not be liable for any claims for anticipated profits on the uncompleted ponion of the goods and/or work. for incidental or consequential damages, and that no such adjustment be made in favor of the Scllcr with respect to any goods which are the Sellers standard stock- NO such fcommation shaft relieve the Purchaser or the Seller ofany ofthcir obligations as to any goods delivered hercundcr. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or termination is colored. S. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the good are subject. The Seller shall execute and deliver such documents is may be rcquircd to effect or evidence compliance. All laws and regulations rcquircd to be incorporated in agreements Of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser hamlets from all costs and damages suffered by the Purchaser is 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 to become due hereunder without the prior written consent of the other parry. 10. TITLE. The Scllcr warrdms full. clear and unrestricted title to the Purchaser for all equipment, mnteriak, and items famished in Performance of this agreement free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. The Seller shall release the Purchnscr and its contractors of any tier from all liability and claims of any nature resulting from the perfomance of such work. This rc9casc shall apply even in the event of fault of negligence of the parry released and shall extend to the directors. officersrand cmployces ofsuch patty. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any way. because such work is per(omted or caused to be perfommcd by the Purchnscr, 14. PATENTS. Whenever the Seller is required to nsc env design, device material or process coverts by letter, patent, hademnrk or copyright, the Seller shall indemnify and save hamdess the Purchaser front any and all claims for infringement by reason of the use of such patented 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 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 Purchaser the right to continue using said equipment or pars, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent Or bankmpt, make in assignment for the benefit of creditors, appoint a receiver or trustee for any Of the Sellers property or business this order mar forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation offl a agreement and the rights of all panics hercundcr shall be construed under and governed by the laws of tic State of Colorado, USA. Thefollowing Additional Conditions apply only in cawm s where the Seller is to perfef work hereunder, including the services Of Sellers Representative(,), on the promises ofotheri, 17. SELLERS RESPONSIBILITY. The Seller shell carry on said work it Seller's own risk until the same is fully completed and accepted, and shall, in case of any accident, destmcti on or injury to the work and/or materials before Seller's final completion and ueccptanee, conppletc the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment arc furnished by others for installation or erection by the Seller, the Seiler shall receive, unload, store and handle same iI the site and become respnnsiblc thcmfor as though such materials and/or equipment were being furnished by the Scllcr under the order, IS. INSURANCE. The Seller shall, at his own "per,,, provide for the payment of workers compensation, including occupational disease hetefits, to its mnployces employed on or in connection with the work covered by this purchase order, and/or to their dependents in accordance with the Imes of the state in which the work is to be done. The Seller shall also curry comprehensive general liability including, but not limited tocontractual end automobile public liability insurance wilh bodily injury and death limits of mt ]cast S300.000 for any one person. S500,000 for any one accident and property damage limit per accident of S400.000. The Scllcr shall likewise require his contacmm. if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors cmployces shill do any work upon the premises of Others, the Scllcr shall runtish The Purchaser with a ccnificatc that such compensation and insurance have been provided, Such certificates shall species the date when such conmensntion and in a.. two have been provided. Such certificates shall specify The date when such eomper ion and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Sd1er hereby assumes the victim responsibility and liability Fortuity and all damage, loss or injury of any kind or nature whatsoever to person or prnpcity caused by on resulting from The execution oCthe work provided for in this purchase order or in connection herewith. The Scllcr will indemnify and hold hnrmlcss the Purchaser and any or all of the Purchasers officers. agents and employees from and against any and all claims- losses, damages. charges at expenses. whether direct or indirect, and whether In persons or property to which the Purchaser may be pat or subject by reason of any act, action. neglect, omission or default on the part of The Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other pmeccdings shall be brought agiinsl the Purchaser, or its officers, agents or cmployces at any time on account or by reason of any act, colon, neglect omission or default of the Seller of any of his contractors or any of its or their officers, agents or employers ns aforesaid- the Scllcr 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 fee and other expenses, any and ill judgments that may be incurred by or obtained against the Purchaser or any of its or their officers. agents Or employees in such spits or other proceedings, mad in case judgment or other lien be placed upon or obtained against the property of the Purchaser, or said panics in or as a result ofsuch suits or other proceedings, the Scllcr will at Once cause the same to be di"Ofvcd and discharged by giving bond Or othcnvise. The Seller and his contractors shall take all safety precautions. finish and install all guards necessary, for the prevention of accidents, comply with all lawns and regulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all Tides and regulations issued pursuant thereto. Revised 03/2010