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HomeMy WebLinkAbout454406 BIOHABITATS INC - PURCHASE ORDER - 9123170Fort Collins Date: 06/01/2012 Vendor: 454406 BIOHABITATS INC 2081 CLIPPER PARK RD BALTIMORE Maryland 21211 PURCHASE ORDER PO Number Page 9123170 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: 06/01/2012 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price McMurray Phase 2 per work order NA-204 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 135,000.00 Total $135,000.00 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 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt boom since and local taxes. Our Exemption Number is 11. NONWAIVER. 9R-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upno strict performance ofthe terms and conditions hereof, failure or delay to Internal Revenue. Denver. Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26, 114 (a). exercise any rights or remedies pmvidcd herein or by law, failure to pmmptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to racer specifications, either when shipped or due to defects of any of the Warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be returned to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon inner performance Immofor any of its rights or rcmedics 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 default hereunder, not shall any purported oral mnlification or rescission of this purchase order by the Purchnser operate as a waiver of any of the terms Inspection. GOODS arc subject to the Citv of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins. However. it is to be andcrslmd that FINAL Seller and the Purchaser rccogaize that in actual economic practice, overcharges resulting fmm antitmst ACCEPTANCE is dependent upon completion ofall applicable required inspection prouxlurcs, violations are in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this purehase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments must be F.O.B., City of Fart Collins, 700 Wood St.. Fort Collins, CO 90522. unless acquired under federal or state antitrust laws for such overcharges relnting to the particular goods or services otherwise specified on this order. If permission is given to prepay freight and charge sepamtely, the onginal freight purchased or acquired by the Purchaser pursuant to this purchase order. bill most accompany invoice. Additional charges for packing will not he accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufaemrcrs have distributing points in various pans of the country, shipment is tribe Purchaser directs the Seller to correct nonconforming or defective good by a date to be agreed upon by the expected firma the nearest distribution point to destination, and excess freight will be deducted fmm Invoice when Purchaser and the Sellcq and the Seller thcrcane, indicates its inability or unwillingness to comply, the Purchaser shipments arc made from greater distance. any cause the work to be performed by the most expeditious means mailable to it, and the Seller shall pay all costs associated with such work. Permits Seller shall precorc at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules 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 further agrees to hold the City of Fort Collins harmless fmm and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and requirements. Andami.tion. 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 terms and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your premised delivery date as noted. Time is ofthe essence. Delivery and performance must be effected wilhin the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of feartial late deliveries, shall operate as a waiver ofthis provision. In the event of any delay. the Purchaser shall have, in addition to other legal and equitable ¢medics, the option of placing this order elsewhere and holding the Seller liable for damages. However, the Seller 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 ofnegligeace, such acts of Gad. acts of civil or military authorities, gm'emnwntal priorities, firm, strikes, Bond, epidemics. wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (3) 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 mason of the delay. 3. WARRANTY. The Seller warrants that all gads, articles, materials and work covered by this order will confnmm with applicable drawings, specifications, samples end/or other descriptions given, will he 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 fmm any loss, damage or expense which the Purchaser may suffer or incur on account of the Scllers breach of warranty. The Seller shall replace, repair or make good, 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 terms of any applicable warranty provided by the Scllcr a0cr 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 Purchaser shall not constitute a waiver array claim under this warranty. Except as otherwise provided in this purch.ase order, the Sellers liability hereunder shall extend to all domages pmximatcly caused by the breach of any of the foregoing WantMICs or guarantees, but such liability shall in no event include boss 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 terns by Written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms including additions to or deletions fmm the quantities Originally ordered in the specifications or drawings. by verbal or Written change order. If any such change affects the amount due or the time of puformance 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 portions of the gads then not shipped subject to any equitable adjustment between the parties as to any work or materials then in pmgmss 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 daring", 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 gods delivered hereunder. 7. CLAIMS FOR AD3USTMENT. Any claim for adjusment must be asserted within thirty (30) drys fmm the date the change or morniantion is ordered. S. COMPLIANCE WITH LAW. The Seiler 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 goods are 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 arc hereby incorporated herein by this reference The Seiler agrees to indemnify and hold the Purchaser hamdess from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such Imv. 9. ASSIGNMENT. Ncithu party shall assign, transfer, or convey this order, err any monies disc or to become due hereunder without the prior wx'nttcn consent strife other party. 10. TITLE. The Seiler warrants full, clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions. reservations. security interest encumbrances and claims of.thc.. The Seller shall release the Purchaser and it., contractors of any tier from all liability and claims of any nature resulting From the puformance ofsnch work. This release shall apply even in the event of fault of negligence of the parry released and shall extend to the directors. effects and emplovees of such party. The Scller's contractnot obligations, including warranty, shall not be deemed to he reduced, in any way, because such work is perforated or eaa<cd to he performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or pmcess covered by letter. patent, trademark m copyright, the Seller shall indemnify and save harmless the Purchaser firms any and all claims for infringement by reason of the use of such patented design, deice, material or pmcess in connection with the contract, and shall indemnify the Purchaser for tiny 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 mid 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 parts, replace the wee with substantially equal but anninfringing equipment, or mudify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers pmpery or business, this order may forthwith be canceled by the Purchaser Without liability. 16. GOVERNING LAW. The definitions oftemrs used or the interpretation ofthe agreement and the rights ofall parties hercunda shall be consmied under and governed by the laws of the State of Coloado, USA. The following Additional Conditions apply only in cases where the Seller is to pinfumm work hereunder, including the services of Sellers Representative(s), on the premises ofothers 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers own risk until the sans is fully completed and accepted. and shall. in case of any accident, destruction or injury to the work and/or materials before Scllers final completion and .acceptance, complete the work at Sellers oxen expense and to the satisfaction ofthe Purchaser. When materials and equipment are furnished 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 famished 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, to its employees employed on or in connection with the work covered by this purchase order, 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 including. but not limited to, contractual and automobile public liability insurance .with bodily injury and death limits of at (cast S300,000 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 any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the Premise., ofothers, the Scllcr shall famish the Purchaser with a ecnificate that such compensation and insurance have been pmvidcd. Such certificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and incumnce 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 Seller hereby assumes the entire responsibility and liability for any and all damage, lass or injury ofany kind or nature xrhntsoever to persons or property caused by or resulting from the execution ofthe work provided for in this purchase order or in connection berewith. The Seller will indemnify and hold homless the Purchaser and any err all of the Purchasers oRccm. 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 Scllcr, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be h might against the Purchaser, or its officers, agents or employees at any time on account or by reason of any act action, neglect, omission or default of the Seiler 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 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 ease judgment or other lien be placed upon or obtained ngairee the pror", of the Purchaser, or said panics in or as a result ofsuch suits or other proceedings. the Seller will at once cause the same In be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, furnish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to mficty including. but without limitation, the Occupational Safety and Health Act of 1970 and all rates and regulations issued pursuant thercm. Revised 0312010