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HomeMy WebLinkAbout454406 BIOHABITATS INC - PURCHASE ORDER - 9134834City of Frt Collins Date: 07/29/2014 Vendor: 454406 BIOHABITATS INC 2081 CLIPPER PARK RD BALTIMORE MD 21211 PURCHASE ORDER PO Number Page 9134834 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: NATURAL AREAS CITY OF FORT COLLINS 1745 Hoffman Mill Road FORT COLLINS CO 80522 Delivery Date: 09/04/2013 Buyer: JOHN STEPHEN Note: The terms of this purchase order are in accordance with Work Order NAD-1965 attached and the Agreement between the City of Fort Collins and Biohabitats dated July 16, 2013. Line Description Quantity UOM Unit Price Extended Ordered Price a Change Order 1 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul 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 EA 27,000.00 Total $27,000.00 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 19117ir1�'L7.7�]'AfAil �iA'ii[�7iF[Yt r}Tr1Al7ixi Page 2 of 2 1. COMMERCIALDEFAILS. Tax exemptions. By statute For City of Fort Collins is exempt from state and local taxes. Our Exemption Number is II. NONWAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to Imemml Revenue, Demo, Colorado (Ref Colorado Rrvised Starmas 1973, Chapter 39-261 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the sent of a breach, the acceptance ofor payment for goods Remainder or approval of the design, shall not release the Seller of Goods RelecrN, GOODS REJECTED due to failure to man specifications, either when shipped or due w defects of any of the wamnties or obligations of this purchase older and shall not Ee decimal a waiver of my right of the damage in transit. may he returned to you for credit and are not to M replaced except upon receipt of written purchaser to insist upon strict performance hereofor any of its rights or remedies as to any such goods, regardless instructions from the City of Pon Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, not shall any purponcd oral modification or rescission of this purchase order by the Pumhsser operate is, a waiver of my of the rem¢ Inspection. GOODS —subject 10 the City of Fort Collins impaction oa arrival. hereof. Feral Acceptance. Receipt of the merchandise, services or equipment in response w Otis order ran result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fon Collins. However, it is to br understood that FINAL Seller mad the Purchaser her maIs Ihal in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable mluired inspmtion procedures. violations an, in fact home by the Purchaser. Theretofore, for good moose and as consideration for exewtlng this Punctuate order, the Seller hereby assigns w the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments most be F.O.B., City of Fort Collins, 700 Wood St, Fail Collins, CO 80522. unless acquired under federal or state sediment laws for such overcharges relating w the Formal. good or services oNerwsw specified on to, order. If pemdisdon is given to prepay freight and charge separately, Ore original freight purchased or multiunit by the pumhasn p ssuand to this partial order. bill most mcemparm invoice. Additional charges for parking will not ho accepted. Shipment Distance. Where antrufairoarears have distrib ding points in varmas pans of the country, shipment is expected from the nearest distribution Point to datiwion, mod excess freight will be deducted from Invoice when shipments arc made from greater distance. Permits. Seller shall pracum at sellers sole cost all necessary permits, certificates and liccmes required by all .applicable laws, regulations, ordinances and roles of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly constituted public authority having mushroom over the work of vendm. Seller further agrees to hold the City of Fear Collins hawless bons and against all liability and loss andincurred by ahem by reason of an awned or established violation of any such laws, regulations, ordinances, roles requi memo. 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. LIM 11 At ]ON OP TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set Fenn and any supplementary or additional terms and conditions annexed been or Incommafed herein by reference. Any additional ar different terms and cundourn, proposed by seller am objccicd In and hereby rejected. 2. DELIVERY. PLEASE. ADVISE PURCHASING AGENTimmediately ifyou cannot make complete shipment to abuse on your promised delivery date as noted, Time is of the essence. Delivery 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 Radiation. acceptance of partial late delivenes, shall operate as a waiver of this provision. In the event litany delay, Re Pu allow- shall have, in addition to other legal and equitable IemW ies, the option ofplacing this older elsewhere and holding the Seller liable for damages. However, the Seller shall not h liable for damages as a result of delays due to causes not reasombly foreseeable which we beyond its reasonable conlml and without its fault of negligence, such acts of God, acts of civil or military authorities, governmental prionties, fires, studies, flood, epidemics, wars or nots provided that notice of the conditions causing such delay is given to the purchaser within five (5) days of tee nme when Ne Seller first received knowledge thereof. In the evcar of any such delay, the dale of delivery shall be extended for the period equal to the time actually lost by reason riffle delay. 3. WARRANTY. The Seller wmanta Red all good, micln, hadermb and work covered by Nis order will conform with applicable drawings, specifications, samples harbor other descriptions given, will be fit for the purposes inlcnded, and pafortaed with the highest degree of are and competence in accordance with accepted standard for work of a wilco more. The Seller agrees 10 hold the purchaser harmless from any lass, damage or expense which Or Purchaser may suffer or imuf on account of the Sellers breach of warranty. The Sella shall replace, repab or make good widmat cost to the purchaser, any def u or faults arising within one (1) year or within such longer period of time as may be prserihed by law or by the terror of my applicable warmly provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be abnormality delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of good by the Purchawr shall not o omme a waiver, .17m, claim at this warri E cept as mharrsviw provided in this purchase order, the Sellers liability hereunder shall extend do all damages presentably caused by the breach of any of the foregoing mom on ii s or pac tta but such liability shall in no event include loss of profits or loss of me, 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 by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchase, may make any ch ages no the beans, other than legal terms, including additions W m deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If my such change affects the amount due or the time d performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Poorhouse may at any time by written change order, 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 materials then in progress provided tfar the Purchxscr shall not be liable for any claims for anticipated profits on the uncompleted portion of the goods anchor work, for incidental or consequential damages, and Nat no such adjustment be made in favor of the Seller with r.per, a any good which an the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller ofany of their obligations as to any good delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be started within dairy (30) days from the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller warrants that all good sold h rounder shall have been produced sold delivered and famished in strict ..,fiance with all applicable laws and regulations to which the goods art subject The Seller shall execute aM deliver such documents as may be o:tained to effect or evidatt compliance. All laws and regulators required or be, mcoporated in agunemeads of this character are hereby incorporated herein by this ref ce. The Seller agrees to indemnify vd hold die Purchaser harmless firm all casts and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither pantry shall assign wmfer, or convey this order, or any mania due or ex become due hortmmma without the prom women consent of the other patty. I O.TITLE. The Seller wanan s ten, dear and unrestricted tine to tee Elimination, for all equipment, numerals, and it. famished th performance of this agreemen, f mod clear of my ad all hers, restrictions, reeenmtimrs, semmnty interest encumbrances and claims of often. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. WIN, purchaser directs the Seller to correct ram informing or defective good by a date to be, agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates in inability or unwillingness to comply, the Purchaser may came the work to be performed by the most expeditious means available to it, and the Seller shall pay all rests unrelated with such work. The Sella shall o leate the Pumhsser and its contractors of any tier from all liability and claims of any more resulting from the Performance ofstch work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the Nrectors, o0icers and employee arsuuh pans. The Seller's contractual obligations, including wamonry, shall not be deemed to be reduced, in any way, because such work is perlbmted or caused to be performed by the Purchaser. 14. PAI Fill S. 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 Prormaer from any and all claims for infringement by reason of the use of such patented design, device, material or process in uncertain. with the contract, and shall indemnify the Purchaser, far soy cast. expense or damage which it may be obliged do pay by reason of such infringement at any time during the prosecution or after the completion of Ore work. In case said equipment, or any Pan thereof ur the intended use of the good, 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 prectue for the Purchaser the right to continue using said equipment or pans, replace the same with substantially Isles[ but naninfringing equipment, or modify it so it becomes noninGnging. 15. INSOLVENCY. If the Seiler shall beemor insolvent or bankrupt. make an assignment f she benefit of cmdsmrs, vppnlnd a or trustee far any of the Sellers property or business, this We, may fmNwsth be, canceled by the Forbearer without liability. 16. GOVERNING V.W. The definitions ofdenm used or the interpretation inter agreement and the rights ofall parties hereunder shall be, command under end gbv.d by the laws of It, State ofColoado, USA. The following A sdniaml Conditions apply body in cases %here the Sella is m pert work hereunder, including the smices of Sellers Re,romenmtivahn, an Ore pmnius ofod ars. IT. SELLERS RESPONSIBILITY. The Setter shall carry on said work at Sellers own risk until the some is only completed and accepted, and shall. in crow of any accident, destruction or injury to the work anchor materials bet. Sellers final completion and ancepdantt, complete the work in Sellers own expense and to Ne safisfactn of the Purchousi Wheat materials and equipment are famished by others far installation or arection by the Sel]er, the Seller shall became, urdoad, stare and handle same at the site and become resporssible therefor a though such materials anchor equipment was being fumuhed by the Seller under the order. 18. INSURANCE. The Seller shall, m his own expenw, 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, mayor to their dependents in accordance with the laws of due 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 annuitants will bodily injury sod death limits of at least 5300,000 for any one person, 5500,M)t for any oaccident and property damage limit per accident of 5400,000. The Seller shall likewise require his retractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premiss of others, the Seller shall Nmish the Purchaser with a cenifimte that such mmpensmion ..it insurance have been provided. Such cntificmes shall specify the date when such wpensatian and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until alter 'he entire work is completed rand Mtad. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby euxuma the entire resWosibiliry and liability for any and all damage, lass or injury ofany kind or nature whatsoever to Persons or property armed by or resulting From the execution of the work provided for in this purchase order or in connection heart The Seller will indemnify and hold hannleas the Purchaser and any r all of the Pummem officers, agents and employees from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect. and whether 1m persons or property to which the Pumhaum may be put or subject by reason of any act, action, mahout, on error or default on the part of the Sell, any of has contactors, or my of the Sellers or contractors oReas, agents or employees. In busa any suit or older proceedings shall be brought against the Pumhawr, or its officers, agents or employees in any time an account or by ¢awn of any ask action, neglttt, omission or default of the Seller of my of his comrazmrs or any of its or Fair oMet.. agent or employees as of said the Seller hereby agrees to resume Ne defense thereof and for defend the same at the Sellers own expense, to pay any and all costs, etchers, anomeys f and other expenses, any and all judgments that may he intend by or obtained against the Purchaser or any of its or thew officers, agents or employees in such suits in other proceedings, and in base judgment or mher lien be placed upon or .brained a,mast the marry of the Purchaser, or said parries in or as a maid of such ruses or other pmeedings, the Seller will at once came the same to the, dissolved and discharged by giving bond or otherwiw. The Seller and his contractors shall bake all safety precautions, Finnish and install all guard necessary fro life 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 ad all roles cud regulations issued pursuant thereto. Revised OM014