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HomeMy WebLinkAbout454406 BIOHABITATS INC - PURCHASE ORDER - 9145698Fort Collins PURCHASE ORDER PO Number Page 9145698 1of2 This number must appear on all invoices, packing slips and labels. Date: 10/01/2014 Vendor: 454406 Ship To: NATURAL AREAS BIOHABITATS INC CITY OF FORT COLLINS 2081 CLIPPER PARK RD 1745 Hoffman Mill Road BALTIMORE MD 21211 FORT COLLINS CO 80522 Delivery Date: 10/01/2014 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price Post -flood Earthwork & Plant 1 LOT LS 67,000.00 PER WORK ORDER #NA-91214 Post -flood final earthwork & planting 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 $67 Pay terms net 30 days 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 L COMMERCIAL DETAILS. i'ex exemptions. By Statute the City of Fort Collins is exempt form state and local hours. Our Exemption Number is 98-0,1502. Federal Excise Tax Exemption Certificate of Registry, 84fi000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26,114 (a). Goods Rejected, GOODS REJECTT ED due to failure to meet specifications, either when shipped or due to defects of damage in bamat may be resumed to you for credit most are not to be replaced except upon receipt of written insuuctioas from the City ofFort Collins. im,clion. GOODS arc subject to the City of Fort Collins humectant as arrival. Final Acceptance. Receap, of the merchandise, services or ycipment an rapnsrse m this Mi can recall ao maborized payment on the pan of the City of Fort Collins. However, it is to be understood tom FINAL ACCEPTANCE is depend-, On completion of ell applicable required inspection procedures. Freight farm, Shipments most be, F.O.B., City of Fort Collars, TUT Wand St., Tom Collins, CO 80522. unless otherwise specified on this order If permission is i,I. to prepay freight and charge separately, the original freight bill most accompany invoice. Addiional charges for parking will not be accepted. Shipment Dimence. When manufacturers have distributing points in various pans of the examry, shipment is expected from the nearest distribution point to destination, and excess freight will be deduned from Invoice when shipments are made from greater distance. Permits. Seller shall procure at sellers sole cost .11 maasary Form., certificates and licenses ratdred by all applicable laws, regulations, ordinances and mles ofthe stale, municipality, territory, of political subdivision inhere the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Sella further agrees to bold the City of Out Collins harmless from and against all liabil icy and loss incurred by them by mason of an trimmed or established violation of any such paws, regulatio s, ordinances, tales and estimation.. Authorization. All parties to this contract agree that the representatives are, in had, Form fide and possess full and complete authority to bind said Fri. LIMITATION OF TERMS, This Purchase Order expressly limits acceptmce to the ,emu and emainimss most herein sa forth and any supplementary or additiorml terms and conditions -nosed hereto or incorporated herein by re&mnce. Any additional or different terms and conditions...posoil by seller arc objected,, -d hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENTimmediately Hyatt cannot make complete shipment to arrive on your Fir armd delivery date as noted. Time is of Ibc essence. Ddiveryand per(Ommnce most be r1meted within the time stated on the purchase order and the documents attached hereto. No awls of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver ofthis provision. In the evenI of my delay, the Forefinger shall have, in addition to other legal and ryuilable remedies, 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 me beyond its reasonable control and without its fault of negligence, such acts of Gad, sett of civil or military authorities, gmarmnmal priomies, fires, shims, flood, epidemics, wan or trots provided that notice of the conditions causing such delay is given to the Purchaer within five (5) days of the time when the Seller for received knowledge thereof. In the event of ory such delay, the date of delivery shall be extended for the period ry-1 to the time actually lost by rea-m of the delay. 3. WARRANTY. The Seller warrants that .11 goods, articles, mnmrials 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 pert ed wins the highest degree of care and cons afface in accordance with accepted naMands for work of a similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may sulier or incur on account of the Sellers 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 me timing of my applicable wane or, provided by the Sella after Use date of acceptance of the goods tumbled hereunder (acceptance not 10 he unreasonably ddayW} reaching from imperfect or defective work done or materials fum6hed by the Sella Acceptance or use of goods by the Purchaser shall not coushon, a waiver of any claim under this w'acamy. Except as omffwk. provided in this ..tons. ruder, the Sellers liability hereunder shall exend N all damages pnnimntely mixed by the breach of any of the foregoing warm urns or guvantess, but such liability shall in no event include loss of profs or less of age. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. no Pmchater may make changes to legal tertm by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser, may make any changes m the mars, other than legal mars, including addaimrs to nr deletions Dom the quaroacto origl—lly marred in Ne iecificamoss or dmwinys. by verbal or written cMnge order. If any such change affects the amount due or the time of performance hemander, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at mr, time by written change me, m nnume this a,mancor as, to may or all portions of the goods then not shipped, subject to my equitable adjustment berwom the patties as N any work or materials then in Progress provided that the Purchaser shall not be liable for my claims for anticipated prolix on the uncompleted portion of the goods and/or work, lot incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goads which are me Sellers standard stock. No such termination shall relieve the Pumbau, or me Seller of any of their obligaions as m any goods delivered he¢under. T. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within NMY (30) days tram the date the change a lamination u ordered. 8. COMPLIANCE WITH LAW. no Seller wamdnts that all goods sold hereunder shall have bean produced, said. delivered and famished in shin omplianco with all applicable laws and regulations m which the goods am subject no Sella shall execs a and deliver such documents as nay be rryuired to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character me hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser bast from all costs and damage sdieml by the Purchaser as a result ofine Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, havefer, or convey this Oder, or any monaas due or to become due hereunder without the prior wrinrn c.I of the other parry. 10. TITLE. The Sella warrants full, clam and unrestricted title on to Purchaser for all equipment, materiall and It. f ished in performance of this agreement free and clan of my and all lift, ruiuions, remnatimrs, securiry inmmt encumbrances and claims oforhers. It. NONWAIVER. Failure of the Purchnser to insist upon strict pert .. of the mans and conditions hereof, failure or delay m exrouse any rights or remWi¢ provided hereat or by law, failure to p..mptly notify the Sella in the -cut of a breach, the acceptance ofor payment for goods hereunder or approval ofthe 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 an insist upon sme, performance hereof., my of as rights Or remedies as to my such good, regaaless of when shipped, reserved or accepted, n to any prior or subsequent default hereunder, nor shall any Isolated .mad modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the team hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Sella and the Purchamr recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact home by the Purchaser. Theretofore, for goad cause and as consideration for executing this purchase order, the Seller hereby assigns m the Purchaser any aM all claims it may now have or hereafter acquired under federal or suite antitrust laws for such overcharges arguing to the pni-Im goods or services purchased or acquired by the Purchaser pursuant to this Purchase odff. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Ifthe Purchaser dimes me Seller in -raml roncouf ersong or defective goods by a dam to be agreed upon by the Purchaser and the Sella, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaer may muse the work m be Performed by the moll expeditious menus available 1. it and the Seller shall pay all es6 maociatc l with such work. The Seller shall release the Purchaser and in contrarian of any tiff from all liability and claims of any nature resulting form the performance of such work. This release shall apply even in me e,air of fault of negligence of the parry relented and shall extend m the directors, of yeas and employees of such party. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is pafo,med or caused to he performed by the Purchaser. 14. PATENTS. 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 hamless the Purchaser from any and all claims for infringement by reason of flee use of such pa tonal design, device, material or process inetic. with the conamer, and shall indemnify the Purchaser for any cost, expense or damage which it may be, obliged to pay by reason of such inlringanent at any time during the pmseculion or allcr the completion of the work. In case said equipment or may pan thereof or the intended use fthe goods, ® in such suit held to co-own, infringement cad Ur ton, of said minimum, or pan is enjoined, the Seller shall, at its own expense and m its option, eimff procure for Ne Purchaser the right to continue using said tympmem or pans, replace the same with substantially atual but noninfHmging equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the b-em of auditors, appoint a receiver or toaster for my of the Sellers property or business, this order may forillwirh be canceled by the Pu chsser wimoul liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation of the agreement and the rights Of all patties hereunder shall be commuted under and governed by the laws of the Scale.fColomdu, USA. The following Additional Conditions apply only in cases where Ilm Sella is to perform work her, nnder, indOding me services of Sellers IMemo ennie(s), on the premises ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall arty on said work at Seller's own risk until the same is fully completed and -fpror, and shall, in se of my accident, destruction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment am furnlahed by others for installation or erection by tar Seller, me Seller shall receive, unload, store -d handle come at the site and become responsible Nerefor as enough such materials andor equipment ware being famished by me Sella under the order. 18. INSURANCE. The Seller shall, al his own expense, provide fro the payment of workers compressuctim, including occ rpalional disease benefits, to its employees employed on or in connection with the work coveml by this pumbase order, —&Or to their dependents in aefelance with the laws of Ne state in which the work is to be done. The Seller shall also carry comprehensive general liability including, but riot limited m, comma— and automobile public foul, insume re with bodily injury and dash limits of at least S3 W,tloo for my one parson, S500.04hild for any one accident and properly damage limit pa accident of S400,000. The Sella shall likewise reclaim his smarsu ns, if any, I. pmvde for such compensation and insurance. Beline any of me Sellers or his contractors employees shall do any work upon the premises of others, the Seller shall famish the Purchaser with a cenificare that such compensation and insurance have been provided. Such cenifcat s shall specify the date what such compensation and insurance has ee e ban provided. Such ceafcate, shall specify the dam when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until after the entire work is completed and acceptor. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury ofany kind Or nature wha6cever to person or property caused by or resulting from the execution ofine work provided for an this purchase order or in connection herewith. The Seller will indemnify and hold hanaleas the Purchaser and any r all of the pmchasen officers, agents and employers from and again, my and all claims, losses, damages, charges nr expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may be pat or subject by reason of any act, action, neglect, omission or default on me pan of the Sella, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any snit or other promedings shall bo brought ii,mul the Purchaser, or its oRcers, agents or employers at any lime on account or by reason of my act, action, neglect, omission or default of the Seller of any of his contraction 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 me Sellers own expense, to pay any and all costs, chew a, anomeys f grad other expenses, my and all judgments that my be incurred by or counsel against the Purchaser or my of its or their officers, agents or employees in such suits or other proceedings, and in case judgment or other lam be placed upon or obmined against the property of the Peachum or said parties in or as a result ofsuch suits or other proceedings, the Sella will at once cause the come to be dissolved and discharged by giving bond or otherwise. The Sella mad his contractors shall take all safety preaanions, famish and install all guard necesury for me prevention of accidents, comply with all laws and regulation with regard to safety including, but withom limitation, the Occupational Safely and Health Act of 1970 and all riles and regulation issued pursuant thereto. Resist (IM014