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HomeMy WebLinkAbout535877 BIOHABITATS A/R - PURCHASE ORDER - 9146278PO PURCHASE ORDER 914627er Page City of PURCHASE 9146278 ' of z ' `t Collins Ins This number must appear v ` on all invoices, packing sli s and labels. Date: 10/28/2014 Vendor: 535877 BIOHABITATS AIR ATTN: MIKE LIGHTHISER 1732 WAZEE, SUITE 209 DENVER CO 80202 Ship To: WATER UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS CO 80521 Delivery Date: 10/27/2014 Buyer: PAT JOHNSON Note: Line Description Quantity UOM Unit Price Extended Ordered Price I CONSULTING SERVICES MANHATTAN POND MITIGATION 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@fogov.com iLSiji�19 4,070.00 Total $4,070.00 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 COMMERCIALDETAILS. Tax exemptions. By statute the City or Pon Collins is exempt from state and local taxes. Our Exemption Number is 98-04503. Federal Excise Tax Elounplion Carficam of Registry 84-6000587 is registered with the Colleemr of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Sumalm 1973, Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in month, may be neWmd W you for credit and are not to be moral except upon receipt of waimen instmctians fail. the City of Fon Collins. Inspection. GOODS are subject to the City ofFon Collins inspection on arrival. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can reaull in authorized payment on the part of the City of Fan Collins. However, it is to M understood that FINAL ACCEPTANCE is dependent upon completion of all appliwblc required inspection procedures. Freight Terms. Shipments mart be FOP. City of Fon Collies, 7M Would St, Fort Collins, CO 80522, unless otherwise specified on this area If permission is given m prepay freight and charge separamly, the original freight bill must accompany invoice. Additional charges fan packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is expected from the nearest distribution point to destination, and excess freight will he deducted from Invoice when shipments are made from greater discover. 11. NON WAIVER. Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof, failure or delay to anumnany rights or manages provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of.r mmajam for goods hereuMer or vpproval of the design, mall not release the Seller of any of the warranties or obligations of this purchase Older and shall rat be deemed a waiver of any right of the purchaser to insist upon stnet performance hasomfor my of its rights or rem Wier as to any such goods, regardless of when shipped, recaved or accepted. as to my prior or subsequent default nereutWer, nor shall my p mooed ool nrwdifcatian or rescission of this pumlase order by the Purchaser operate as a waiver of any of the tams repair. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact Nome by the Purchaser. Themoforenfor good cause and as consideratim for executing this purchase order, the Seller hereby resigns to the Purchaser my and all daimz it may row have of Electoral acquired under fedeol or suite antitrust laws for such overcharges relating to the pmicular goods Or sm,ices purchased of acquired by the Purchaser pursuant to this p.h. order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGAI'IONS. If the Purchaser directs the Seller to mnect nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller, and the Seller thavat indicates its inability or unwillingness to comply. the Purchaser may anise the work to be performed by the most expeJlimer meant assailable to it, and me Seller shall pay all cocas associated with such work. recruit, Seller shall procure at milers If rot all necessary pemtits, celiicates and licenses repaired by all applicable lava, regulatlmas, ordinances end tales of Ne cote, municipality, tevimr, or political subdivision where the work is performed, or required by any other duly constituted public authority havingjmisliclum over the work OF vendor. Seller further agrees to hold the City of Fort Collins harmless from and n6rinst slit liability and loss incurred by them by oma n of an asserted or established violation of any such laws, regulations, ordinances, roles and requirements. Authorization. All pries to this contract agree Nat me representatives are, in fact, Now Fide and possess full and complete authority to bind sad parties. LIMITATION OF PERMS. This Purchase Order expressly limits acce, ante, to the if. and conditions mated herein sat forth and any supplementary or Williams] tenor and conditions amexd harem or uninformed ed herein by reference. Any addition.] or different terms and conditions pmposd by seller are objected Wand hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as nomad. Time is of the essence. Delivery and Performance most be effected within the time stated on the pure,u order and the davmenrs thembed hereto. No mu of the Purchasers including, without limiuition, acceptance ofpmtial late deliveries, shall opemm as a waiver of this prevision. In the event of my delay, the Purchaser shall hi in addition to other legal and equitable nemdies, tle option of planing 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 of negligence, such was afGod, rats ofcivil or military authorities, governmental pnoritles, fires, strikes, flood, epidemics, wars or riots provided thin notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Seller fiell received knowledge thereof. In the event of my such delay, the data of delivery shall Im extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller wamnts that all goods, articles, materials and work covered by Nis order will coif with applicable drawings, sparifiwliow, svmples mdfor 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 a similar nature. The Seller olives to hold the purchaser harmless fmm any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers beach of warranty. The Seller shill replace, repair or nuke god, without cost to the parchow, any defects or faults arising within One (1) year or within such longer period of time as may he presented by law or by the terms of my applicable warranty provided by the Seller after me date of ceeptanee of Ne goods fumishW hereunder (acceptance not W be, ...My delayed), resulting from imperial or defective work done or mammals fumishW by Ne Seller. Acceptance or use offends by the Purchaser shall act onstimre a waiver army claim under this warranty. Except as otherwise provided in Nis purchase order, the Sellers liability Remainder shall extend to all damages proximately caused by the breach Of any Of the foregoing warranties or guarnaees, but such liability shall in no event include loss of profs or loss of use. NO IMPLIED WARRANTY OR MERCI IANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Panhaper may make changes W legal terms by women change order 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal mans, inclding addition to or deletions firm 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 performance hereunder, an equitable adjustment shrill be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, mnnimac this agreement m 1. any nr all paniow of the goods then not shipped, subject to any equitable adjustment Mwem the panics as to any work or materials then in progress provided that the Purchaser shall not he liable for any claims for anticipated profits on file uncompleted potion office gods mtdror work, for incidental or consequential damages, and that no such adjustment be made in favor cribs Seller with respect to any goods which are file Sellers standard stock. No such termination shall relieve the Purchaser cattle Seller of any organic obligations as m any goods delivered hereunder. 1. CLAIMS FOR ADJUSTMENT. Any claim for adjustment major ne assened within thirty (30) days form the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller wanmttu that all goods said hereunder shell have been pmducd, sold, delivered and mumbd in strict compliance with all applicable laws and reyndamons to which the funds 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 are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all casts and damages suffered by the Purchaser en a result of the Sellers fail.. W comply will such law. 9. ASSIGNMENT. Neither parry shall assign, manager, or convey this order, or my monies due or W become due hereunder without Re prior annual consent of the other party. 10, TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser for all equipment materials, and items famished in perfomance of this agreement free and clear of my and all Ii—, restrictions, eeservalian, cwriry interest encumbrances anal claims afoNers. The Seller shall release the Purchases and its comram at of any tier from slit liability mad clams of my natuo resulting from the Performance of such work. This release shall op,Iy even in the event of fault of negligence of the parry released wad shall extend W Om directors, officers and employees ofsuch party. The Seller's runaround obligations, including warranty, shall not be deemed to M reduced, in any way, because such work is performed or causedto be perfomtd by Ne Parabola - 14. PATENTS. W almover the Seller is remind to use any design, device material or process covered by letter, gran, trademark c.,ynght, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement by reason or 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 Infnngemem at any time during the pogrom e, or after me completion of the work. In case said equipment, or any pan thereof or the irendd can of the goods, is in such suit held to combine infringement and the use of said equipment or Iran is enjoined, the Seller shall, at its own expense and r its option, either procure for dun Purchaser the right to continue using said equipment or pans. opium the same with substantially equal but noninfnnging equipment or modify it so it becomes noninfdngtog 15. INSOLVENCY. If the Seller shall became insolvent or la nkmpt make for resignation for the benefit of creditors, appoint a movica or hounce for any of the Sellers property or business, this order may forthwith be canceled by the Parcha¢r witham liability. 16. GOVERNING LAW. The definitions officers, maid or the interpretation ofNe agreement and me rights of all Partin hereunder shall be construct under and governed by file laws of the State ofC.krmJ.. USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Representmivap), on the premises of others. 12. SELLERS RESPONSIBILITY. The Seller shall carry an said wok at Seller's awn risk until the same is Rally complicated] and accepted, and shall, in rase of my accident destrvction or injury to the work cougar matenak bef Seller ftwl completion and acceptance, complete the weak at Seller's own expense ad to fc satisfaction of the Purthssee When materials and equipment are famished by fibers for installation or erection by the Seller, the Seller shall receive, unload, store and handle same at the site and became responsible therefor as though such materials magor equipment were being fmisRW by the Seller under the coder. 18. MSURANCE. The Seller shall, an his own expense, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed an or in counmion with the work covered by this purchase order, mrNor to their dcpcndenu in accordance with the laws of ahc mate in which me work is to be done. The Seller &ball arm carry comprehensive general liability including, but not limited ta, mntrctod and automobile public liability insurance with bodily injury and death limits of at lent $300,000 for any one person, S500,000 for any accident and property damage limit per accident of S400,000. The Seller shall likewise require his c acusem., irony, to provide Ramon emo,calmom and insomnce. Before any of the Sellers err his contractors employees shall do my work upon the premises of others, the Seller shall fiun¢h the Purchaser with a celificre that such compensation and insomnce have been pma i,led. Such cenihcates shall specify the date whin such mmpen bon and insurance have been pmvided. Such certificates tun meaty the date when such compensation and insurance expires. The Seller agnces dot such compensation aad insurance shall be mai.i.ct until .0. the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for ony and all damage, loss or injury army kind or nature whatsoever ran Persons or property caused by or resulting from fee execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold hornless the Purchater and any r all of the Purchasers officers, agents and employees fmm and against any and all claims, losses, damages, charges or expenses, whether direct or raduect and whether to persons or pmpeny to which the Pumhnn may Fee put or subject by reason of my ace, action, gagger, omission or default on the pal of tlm Seller, my of his nnurefirs, or my of the Sellers or contractors officers, agents Or employees. In case my suit Or other proceedings shall h brought against the Purchaser, or its oRcers, agents or employees at my time on 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 offii agents or employees as oforemid, the Seller hereby agrees W assume the defense thereof and to defend me 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 Isurchaaer or any of its or their officers, agenh or employees in such suit or other proceedings, and in case judgment or other lien be placed upon or oboined against the property ofthe Purchaser, or said Iralies in or as a result of such suits or other proceedings, the Seller will at once cause the same to be dissolved and dischmgd by giving hoed or otherwise. The Seller and his contractors shill take all safety pneautios, fiunish and insrll all grads hemal for the prevention of accidents, comply with all laws and regulation. with regard to safety including, but without hmitation, the Ocwpati... I Safe,, and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 07gNH4