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HomeMy WebLinkAbout450506 DITESCO LLC - PURCHASE ORDER - 9143540City of Fo_rt Collins Date: 06/23/2014 Vendor: 450506 DITESCO LLC 1315 OAKRIDGE DR SUITE 120 FORT COLLINS CO 80525 PURCHASE ORDER PO Number Page 9143540 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: DRAKE WATER RECLAMATION CITY OF FORT COLLINS 3036 ENVIRONMENTAL DRIVE FORT COLLINS CO 80525 Delivery Date: 06/23/2014 Buyer: PAT JOHNSON Note: Line Description Quantity UOM Unit Price Extended Ordered Price i WO # D-WRF-2014-7 FINAL DESIGN SERVICES FOR DWRF SPT 1 LOT LS IMPROVEMENTS. GRANT FUNDED - NUTRIENT GRANT #61444 BY THE COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT 7515 Consulting Engineering for W, WW 8 Stormwater Facilities 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 13,841.00 Total $13,841.00 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 stout¢ the City of For! Collins is exempt from sate and local taxes. Our Exemption Number is I L 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 m Internal Revenue, Denver, Colorado (ImE Colorado Revised Similes 1973, Chapter 39-26, 114 (a). exemise any rights or remedies provided herein or by law, failure to promptly notify me Seller in the event of a breach, the acceptance offer payment for goods hereunder or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to detects of any of the warranties or obligations of this purchase order and shall nor be deemed a waiver of any right of the damage in prawn, may be reamed In you fur credit and are not to be replaced except upon receipt of union purchase, in insist upon strict performance hereofor any of its rights or remedies as to any such goods, regardless instructions from the City of Far Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any por tamped oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection, GOODS are subject to be City of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, sconces r equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pun of the City of ForCollins. However, it is to be understood that FINAL Seller and the Purchaser recognize that in actual e< is produce, o erchmgns resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations are in fact home by the Purchaser. Therelofore,nforr goad cause and as consideration for executing this Purchase meet, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments must be FOE.. City of Fiat Collins, 100 Wood St., Fan Collins, CO 90522, unless acquired under federal or sate antitrust laws for such overcharges relating to the particular goods or services otherwise specified oa this order. Ifpermission is given to prepay freight and charge separately, the original freight purchased of acquired by the Purchaser pursuant to this purchase order, bit most accompany invoice. Additional charges for packing will not be accepted. Shipment Distance Where mannreamrem have distributing points in various pans of tie country, shipment is expected from the nearest distribution paint to destruction, and excess (might will be deducted from Invoice when shipments are made from greater distance. Pemrita Seller shall procure at sellers sole cost ail necessary permits, cerffrates vad licenses required by all applicable laws, regulations, ordinances and rules of the 'con, munlcipda" teotory or political subdivision where the work is performed, or required by any other duly constituted public suthorty having jurisdiction over the work of vendor. Seller further agrees m hold the City of Far Collins harmless from and against sled liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rates nd requirements. Authorization. All parties to this Contract agree that the representatives are, in fact brow fide and possess pill and emblem authority to bind said parties. 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 ditherent tetras and conditions proposed by seller are cbjenl m and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately Eyou cannot make Complete shipment to cove on your promised delivery date as poled. Time is of the reserve. Delivery and performance must be effected within the time staled on the purchase order and the documents attached hereto, No acts of the Purchusers including, without limitation, acceptance of partial late deliveries, shall Woods as a wrierc, of this provision. In the event of any delay, the Purchaser shall have, in addition to other legal and truncate remedies, the option cf placing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a maul, of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence. such acts of God, taco ofdvil or military authorities, gmmorme al priorities, fires, strikes, flood epidemics, wars or cots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) 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 peril qual In the time actually last by,e con ofind delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials 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 performed with the highest degree of care and competence in accordance with accepted standards for work of a 'similar more. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of weranty. 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 Seller after the date of acceptance of the goads fumished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials fumished by the Seller Acceptance or use of goods by the Pmchumv shall not constimm a waiver of any claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend an all damages proximately caused by the breach of any of me foregoing warranties or guarantees, but such liability shall in an event include loss ofprofia or less of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchasermay make changes to legal items by written change order. S. Cl IANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from the quantities originally ordered in be specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time of performance hereunder, an quiable adjustment shall be made. 6. TERMN ATIONS. The Purchaser may at any time by wrn change order, terminate this agreement as to any o all port active goods then not shipped, subject to any equitable adjustment between the parties as to any work or mancr o then in progress provided that the Purchaser shall not be liable for any claims for anticipated profits on me uncompleted portion of the goods and/or work, for incidental or comid,untial damages, and that no such adjustment be made in favor of the Seller with respect m any goods which are the Sellers standard] stack. No such termimdon shall relieve the Purchaser or the Seller offing of their obligations as to any goods delivered hereunder. ]. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or nomination is ordered. 8. COMPLIANCE WITH LAW. The Seller warants that all goods sold hereunder shall have been produced, sold, delivered and fumfshl 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 ncorpoated in agreements of this character are hereby incorporated herein by this reference. The Seller agues to indemnify and hold the purchaser harmless from all costs and damages suffered by me Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this shier, or any monies due or to become due hereunder without the prior winners consent ofthe other party. 10. TITLE. The Seller warrants full, clear and umestrietl title to the Purchaser for all equipment, materials, and items fumished in performance of this agreement, free and clear of any and all liens, restrictions, resmations, security interest enmmbmnces and claims of omen. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Ifthe Parchawr directs be Seller to correct nonconfmming or defective goods by a date to be agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, me Purchaser may cause the work to be performed by the ..in expeditious means available to it, and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors of my tier 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 party released and shall extend to the directors, officer, and employees of such Party. The Sal lees contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is performed or caused to beperformed by fe 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 harmless the Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contact, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of each infringement at any time during me prosecution or after the completion of the work. In case said quipmmL or mty pan thereof or the intended use of be goods, 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 procure for the Purchaser the right to continue using said equipment or pans, replace be same with substantially equal but noninfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall became insolvent or bankrupt, make an assigmnent for the benefit of crobtars, appoint is receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser withem liability. 16, GOVERNING LAW. The definitions of terms ash or the interpretation of the agreement and the rights of all parties hereunder shall be ransomed coder and governed by fe laws of the Sate ofColoado, USA. The following Additional Conditions apply only in where the Seller is to perfsmre r work heunder, including the services of Sellers RVivormative(s), on mecases premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers own risk ..it the same is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work and/or materials before Seller's Final completion and acceptance, complete be work at Sellers own expense and he the satisfaction of the Parachutist. When materials and equipment me monistical by others for installation or erection by me Seller, the Seller shall receive, unload, store and handle same at me site and become responsible therefor as though such materials nnd/of equipment were being furnished 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 me laws of me sale in which the work is to be done. The Seller shall also carry comprehensive general liability including, but not limited on, contractual and automobile public liability insurance with bodily injury and death limits of at least $300,000 for any one person, E500,000 for any one accident and property damage limit per accident of S400,000. The Seller shall likewise require his if any, to provide for such compensation and Insurance- Before any of the Sellers or his wntmaors employees shall do any work upon the premises of others, the Seller shall famish the Purchase, with is coiffure that such compensation and insurance have been provided Such certificates shall specify the date when such compensation and Insurance have been provided. Such cenifcares shall specify the date when such compensation and issuance expires. The Seller agrees that such compensation and insurance shall be coun lined until niter the afire work is completed Cad accepted 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability far any and all damage, lass or injury of any kind or wore whatsoever in persons or prapertty caused by or resulting from be execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless me Purchaser and any cr all of the Provisions officers, agents and employees fmm and against any and all claims, losses, damages, harges or expenses, whether direct or indirect, and whether to persons or property m which the Purchaser may be put or subject by reason of any act, action, neglect, omission or default on the pan of be Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought 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 be Seller of any of his contractors or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume me defense thereof and m defend the same at the Sellers own expense, to pay any and all costs, charges, aromeys fees and other ¢stamens, 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 case judgment or other lien be placed upon or obtained against the property of the Purchaser, or said parties in or as a result of such suits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall rake all safety precautions, famish and install all gmrds necessary for me prevention of ccidefis, comply with all laws and regulatiam with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto, Revised 03/2010