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HomeMy WebLinkAbout450506 DITESCO LLC - PURCHASE ORDER - 9141272Fort Collins Date: 02/27/2014 Vendor: 450506 DITESCO LLC 1315 OAKRIDGE DR SUITE 120 FORT COLLINS CO 80525 PURCHASE ORDER PO Number Page 9141272 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: DOWNTOWN DEVELOPMENT AU #19 OLD TOWN SQUARE, SUITE FORT COLLINS CO 80524 Delivery Date: 02/26/2014 Buyer: JOHN STEPHEN Note: Line Description Quantity UOM Unit Price Extended Ordered Price OTS CM/QA & Public Relations 1 LOT LS 206,736.70 per agreement dated 1-7-14 z OTS CM/QA & Public Relations 1 LOT LS 74,082.30 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 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 1. COMMERCIALDETAILS. Tax exemption. By mount the City of Fort Collins is exempt frm r state and local taxes. Our Exemption Number is 98-0 502. Fdeml Eacise Tax Exemption Certificate of Regisny 84fi0oo587 is registered with the Collector of Interval Revenue, Denver, Colorado (Ref. Colorado Revised Stories 1973, Chepter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specification, either what shipped or due to defects of damage in trmed. may be rnumed to you far credit and are not to be replaced except upon racial of won. instructions from the City of Fan Collins. Inspection. GOODS are subject to the City of Pon Collins proportion on arrival. Final Acceptance. Rttcipt of the merchandise, services m equipment or response to this order ran result in authorized payment on the pit of the City of Fort Collins. However, it is no m understood tout FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection prmedures. Freight lbrms. Shipments must be F.O.D., City of Fort Collins, TDo Wood St., Tom Collins, CO 80522, unless otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is expected from the romard distribution point to de lmlion, unit excess freight will be deduced loan, Invoice when shipments are made from greater dismnce. Permits. Seller shall prwurc at sellers sole cost all necessary, permits, catificales and licenses required by all applicable laws, regnlmions, ordinances and moles of the stare, municipality, territory or political subdivision where the work is Performed. or required by any other duly constituted public authority having jar whaion over the work of vendor, Seller further agrees to bold the City of Fort Collins harmless form and against all liability and In,, enderred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, noes requirements. Autbmizmion. All parties to this contract agree that the promwotatives are, in fact, bow fide and possess full am complete amhoriry to bind said pansies. LIMITATION OF TERMS. This Pushare Order expressly limits acceptance to the term and corkitiom seated herein set fond and any supplementary or additional tern and conditions annexed hereto at incorporated herein by reference. Any additional or dilfcrcnt terms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot rake complete shipment Ica active oa your promised delivery date as noted. Time is of the aware. Delivery and pert ante most b<effected within the time stated on the purchau order and the documents attached hereto. No aces of the Purchaurs including, without limitation, acceptance of partial late deliveries, shall ogande as a waiver of this provision. In the event crony delay, the Purchaser shall have, in addition mother legal and equitable 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 orderly, due to causes rim reommbly foreseeable which art beyond its reasonable control and without its fault of negligence, such acts of God, acts of civil or military authorities, governmental priontim fires, strikes, Row, epidemics, wars or riots provided that notice of the conditions causing such delay is given Ica the Purchaser within five (5) days of the time when the Seller first received knowledge thereof In me event of any such delay, the date of delivery shall be extended for the period equal to the time actually lot by reason of the delay. 3. WARRANTY. The Seller warrants that all Goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples andfur other description given, will be fit far the puToses 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 from any loss, damage or expense which the Purchaser may suffer or incur on acounl of the Sellers breach of warranty. The Seller shall replace, repair or make good, without cast to the purchauq 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 my applicable warranty provided by the Sella after the date of acceptance of the goods furnished hereunder (acoeptantt not Ica be unremoably dehyd), resulting from imperfect or defective wart done or materials famished by the Seller. Acceptance or me of goods by the Purchaser shall not constitute a waiver of my claim under this warranty. Except m otherwise providd in this purchase order, the Sellers liability hereunder shall extend to all damage poximarely caused by the branch of my of the foregoing warranties or gumontas, but such liability shall in no event include loss of profits or lass 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 terms by women change coda. S. CHANGES IN COMMERCIAL TERMS. The Purchoer may make any changes to the Occurs, other loan legal terror, including Williams to or delnions tram the quantities originally orchard in the specifications or drawings, by vapor or written change order. If any such changeth affects the amount due or e time ofperfermre ance heundea an equitable adjmtmem shall be made. 6. TERMINATIONS. The Purchaser may at any time by warm change aide,. tertrdnate this agreement as to any or all punion of the goods then not shipped, subject Ins any tyvimble adjustment between the parties as to any work or materials then in progress 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 damages, and that no such adjustment be made in favor of the Sella with respect no any goods which an the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller crony oftheir obligatim¢ as to any goods delivered hereunder. ). CLAIMS FOR ADJUSTMENT. Any claim for adjua at mast be unseal within thirty (30) days from the date the change or termination is nrdaed. 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 goods are subject. The Sena shall execute and deliver such documents as, may be required to effect m evidence compliance. All lows and regulations required to be ncorporeted in agreements of this character arc hereby incorporated herein by this reference. The Sella agrees to indemnify and hold the Purchaser haradess firm all Occurs and damages sufferd by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall modge, tmnf c. or convey this order, or any monies due ar m bcome due hneuMa without the prior written common offl a other pity. 10. TITLE. The Seller warrants full, clear and wuestnctd title to the Purchaser for all equipment, materials, and items f fished in pert ante of this agreement free ad clear of any and all lien, reslnctiom, rrservmion, sccutiry intcrcat encumbrances and claims ofmhers. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terms and condition hereof, failure Or delay to exercise any rights or remedies providd herein or by law, failure 10 promptly notify the Sella in the event of a breach, the acttytaoce ofor payment for goads heremader or repro.) arm. design, shall not release the Sella of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the parehoser to insist upon strict performance Faraday any of its rights or remedies as to any such goods, regardless of what shipped, received or sOccined, as to any prior or subsequent default hereunder, aor shall any paported and modification or rescission of this purchase order by the Pumhmer operate as a waiver of any of the terms hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Sella and the Purchaser recognize that in actual tt it practice, overcharges resulting four antitrust violation are in fact home by the Purchaser. Thactofine nfor good caum and as conidemtion for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter acquired under federal or state antitrust laws for such overcharges relating to the particular gods or services purchased m acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller re correct nonconforming or defective goods by a dale to be, agreed upon by the Purchaser and the Shca, and the Seller theracm, indicates its inability Or unwillingness Ica comply, the Purchaser may cause the work to be performed by the most expeditions means no unable to it, and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors of any her from all liability and claims of any nature resulting from the performance ofsuch work. This release shall apply even in the event of fault of negligence of the parry mleasal and shall extend to the dirrctars, alfcers and employee ofmch any. The Sellers contractual obligation, including warranty, shall not M deemed to IN reduced. in any way, became such work is performed in caused no he performed by the Purchaser. 14. PATENTS. Whatever the Seller is required to uu any design, device, material or process covered by letter, parent, tradenw4 or ropynght the Sella shall indemnify and save hmmless the Pumhner form any and all claims for infringement by mount of the me of such prumed deign, device, material or process in connection with the contract and shall indemnify the Purchases for any cot expense or damage which it may be obliged to pay by reason of such infringement at any rime during the prosecution or after the completion of the work. In case said equipment, or any part theraf or the intended lose of the goads, is in such suit held to rmntimle infringement and the use of said equipment or pan is enjoined, the Seller shall, at its own experts, mad at its option, either prwurc for me Purchoa the right to continue ming mid equipment or pars, replace the same with substantially equal but noninldnging equipment, or modify it su it becomes noninfringing. 15, INSOLVENCY. If the Sella shall become insolvent or Wnkmpt make an assignment for the benefit of creditors, appoint a receiver or notice for any of the Sellers property or bminem, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definiumns oftc., mead or the interprmmina of the agreement and the rights of all pansies hereunder shall be construed antler and governed by the laws of the Stare Of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is m pert work hereunder, including the services of Sellers Repreeamtival), on the premises of others. ❑. SELLERS RESPONSIBILITY, The Seller shall carry on said war, at Seller own risk until the same is fully complad and accepted, and shall, in case of any accident destruction or injury to the work ardor materials before Sellers final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and ryuipment an famished by others for installation or erection by the Sella. the Sella shall receive, uNwd, stare and handle same at the site and become responsible therefor as though such materiels muAV equipment were brine fmisbd by roe Serer under the radio. IS. INSURANCE. The Sella Shull, at his own expense. provide for the payment of workers campareartion, including acupatimul disease beaefts, to its employees employed on or in connection with the work covered by Ibis purchase order, anNm to their dependents in accordance with the laws of the mute in which the work 6 to be done. The Sella shall also carry comprebemive general liability including, but tit limited to, contrecmal aad automobile public liability romance with bodily injury and death limits of al least S3W Wft for any one person, SSO %W0 for any conaccident and pmperty damage limit per accident of 5400,000. The Sella shall likewise require his tctors, if-, to provide, for such compensation and inumnce. Before any of the Severs or h6 anntracmrs employees shall do any work upon the promises of others, the Sella shall famish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such caffirata shall specify the date whim such compensation and insurance expires. The Seller agrees that such compensation and insurance shall Ise maintained unfit aria the entire work is comple d and accepted. 19. PROTECTION AGAINST ACCIDEN I S AND DAMAGES. The Seller hereby assume the entire responsibility and liability for any and all damage loss or injury ofany kind or nature whatsoever to persons or property caused by or resulting form the execution of the work provided for in this purchase order or in connection herewith. I'he Seller will indemnify and hold hornless the Purchases and any r all of the Purchasers o0icers, agents and employees from Ind against any and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether to persons or pmlanfy to which the Purchaser may be put or subject by reason of my 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 casi, any suit or other proceedings shall he brought against the Purchases, or its officers, agents or employees at any time on account or by crown of any act, action, neglect omission or default of the Seller of my of his conrators or my of its or their officers, agents or employees as aforesaid, the Sella hereby egrea to ..me the defense thereof and m defend the same at the Sellers awn expense, to pay my and all cats, changes, attorneys fees and other expenses, any and all judgments that may od incurred by or obuind against the Purchases or any of its m thou officers, agents in employees in such was or other paccoamp, and in case judgment or other lien be placed upon or obtained option the properly, of the Pumhmtt, or said parties in or as a result of such ruin or other pottering, the Sella will At ware came the same no be diswlvd and dischargd by giving bond or otherwise. The Seller and his contractors shall eke all safety precaution, famish and install all guards recessary for the interaction of accidents, comply with all laws and mgulariom with regard to safcry including, but without formation, the Occupatioal Safely and Health Act of 1970 and all roles end regulations issued pursuant l arum, Raised 03n010