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HomeMy WebLinkAbout450506 DITESCO LLC - PURCHASE ORDER - 9147594PO PURCHASE ORDER 914759er Page City of PURCHASE 47594 t of z ' `tCollins( Thisnumber must appear ` v J on all invoices, packing sli s and labels. Date: 12/23/2014 Vendor: 450506 Ship To: CITY MANAGER DITESCO LLC CITY OF FORT COLLINS 1315 OAKRIDGE DR SUITE 120 300 LAPORTE AVE FORT COLLINS CO 80525 CITY HALL WEST - 1 ST FLOOR FORT COLLINS CO 80521 Delivery Date: 12/23/2014 Buyer: PAUL, GERRY Note: Line Description Quantity Ordered UOM Unit Price Extended Price 1 RMI Redevelopment Project 1 LOT LS 6,922.00 4(1,4 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 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 I. COMMERCIALDETAILS. Tax exemptions. By statute the City of Too Collins is exempt from stale and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref Colorado Revised Smmres 1993, 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 transit, may be returned to you for credit and are net to be replaced except upon receipt of written instructions Gam the City operant Collins. Inspection. GOODS are subject to the City of Fort Collins inspection oa arrival. Final Acceptance Receipt of the merchandise, services or equip art in response to this order can recall In authorized payment on the part of the City of Fart Collins. However, it is to be understand that FINAL. ACCEPTANCE is dependent upon completion of all applicable rryuir d inspection procedures. Freight Terms. Shipments must be F'.O.B., City of Fort Collins, 700 Wood St, Fort Collins, CO 80522, unless otherwise specified on this order. Upermission is given to prepay freight and charge separately, the original freight bill must renominate invoice. Additional shames for parkin will not be crammed. Shipment Distance. Where manufacturers have distributing points in various parts of the country, sM1ipmenl is expected from the nearest distribution point m deetiamm, and excess freight will be deductd from Invoice when shipments are made from greater distance. Permits. Seller shall procure at sellers sole cost all neoesaary permits, certificates and licenses required by all applicable laws, regular,., ordinances and roles of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly mnstimtd public authority havingjurisdicticn over the work of vendor. Serer penmen agrees to hold the Ciry of Fort Collins harmless from and against all Lability and loss ,red by them by ren of an asserted or established violation of any such laws, regulations, ordinances, rules incurred nd asoacquirements. Auffinination. All parties to this contract agree that the representatives are, in fact bona fide and possess full and complete authority to bind said panic. LIMITATION OF TERMS, This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional 1. and conditions annexed hereto or inew whated herein by reference. Any additional or different terms and conditions proposed by seller are Objected to and herby rejected. P. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery date as noted, Time is of foe essence. Delivery and performance must be eRected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate us a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition to other legal and amiable 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 net reasonably fresewble which are beyond its reasonable control and without in fault of negligence, such acts of God, acts of civil or military sothorifies, governmental peones, fires, strikes, flood, epidemics, were or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Sella tout received knowledge thereof In the event of any such delay, the date of delivery shall be extended for the panel equal to the time actually lost by reason ofthe 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 he fit for the ptuposes intended, and performed with the highest degree of care and com,whace in accordance with accepted standards far work of a similar witure. 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 ofwaranty. The Sella shall replace, repait or make good, without cast to the pumhaseq 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 data of aweppince of the goods famished hereunder mucaptmree not to be unreasonably delayed), resulting from imps t or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not wnstimte a waiver of my claim under Nis w.arcamry. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss of profits ar loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchase may make changes m legal terns by wrtten change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal rune, including additions to or detnioru foram the quantities originally ordered in the specifications or drawings, by celled or written change order. If any such change affect, the amount due or time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by ammun change order, unwame this agreement as to any or all Portions of the gods then not shipped, subject to any equitable adjustment between the parties as to any work or materials then in progress provided that the Purchaser shall not be liable for any claims far anticipated profits on the uncompleted portion of the goods mi work, for incidental or consequential damages, and that no such adjustment be made is favor of the Seller with respect to any goods which are the Sellers standard stock. No such maximum shall relieve the Purchaser or the Seller ofany oftheir obligations as an any goods delivered hereunder. T CLAIMS FOR ADJUSTMENT. Any claim for Apartment must be asserted within thirty (30) days Gam the date the change or termination is Ordered. 8. COMPLIANCE WITH LAW. The Seller warrants but all goods sold hereunder shall have been produced, sold, delivered and famished in Unit compliance with all applicable laws and regulations to which the goods are subject The Sella shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to be nwryoratd in agreements of this character are hereby incorporated bureau by this reference. The Seller agrees m indemnify and hold the Purchaser harmless to. all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, transfer, or couvry this order, of my moves due or to become due hereunder without the prior written consent of the other party. 10, TITLE. The Seller warrants full, clear and mnese icted title to the Purchaser for all equipment, mammals, and items famished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims ofethers. I I. NONWAIVER. Failure of the Purchaser to insist upon short performance of the terms and conditions hereof, failure or delay to exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance ofor payment for goods hereunder or approval ofthe design, shall net elease 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 to insist upon strict performance hereofor any of its rights or remedies as m any such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms hereof 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact home by the Purchaser. Theretofore, nfor rgood cause and as consideration for extending this Purchase order, the Seller hereby assigns to the Poachuer any and all claims it may now have or hereafter acquired under federal or state antitrust laws for such overchamme relating to the particular goods or services purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. tribe Purchaser directs the Seller to aoreet nonconforming 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 eomplg the Purchaser may cause the work to be performed by the most 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 any tier fiom all liability and claims of any nature resulting from the performance ofsuch work. This relaasa shall apply even in the event of fault of negh,cr ce of the party released and shall extend to the directors, officers and employees ofsuch patty. The Settees contractual obligations, including immunity, shall not be, deemed to be reduced, in any way, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, patent, trademark r copyright, the Seller shall indemnify and save harmless me Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with be contract, and shall indemnify the Purchaser for any cost, expense or damage which it may he obligd to pay by reason ofsuch infringement at any time during be prosecution or after the completion of the work. In case said equipment, or any pan thereof or the intended use of the guests, 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 the same with substantially ryas] but noninfringing equipment, Or modify it so it becomes noninfdnging. 15.1FISOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the penitence, without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation oftbe agreement and the makes of all parties hereunder shall be construed under and governed "a laws of the Slide of Colorado, USA. The fallowing Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Represenmtive(s), oa the premises ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk until the same is fully completed and accepted, and shall, in e of any accident, destruction or injury to the work and/or materials before Sellers final completion and weep rrece, complete the work at Sellds own expense and to the satisfaction of the Puahnsef. When materials and equipment arc Plum bed by others for installation or erection by the Sella, the Sella shall receive, unload, store and handle same at the site and become responsible therefor as though such materials and/or equipment were being fhrol d by the Seller under the major. 18. INSURANCE. The Sella 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 the laws of the slate in which the work is to be done. The Seller shall also came comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bdily injury and dawn limits of at least $300,000 for any one person, $500,000 far any one accident and property damage limit per accident of $400,000, The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the Premises of others, the Seller shall furnish the Purchaser with a certificate that such compensation and insurance have been provided. man certificates shall specify the data when such compensation and insurance have been provided. Such certificates shall specify be date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be malnmined until aver the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury of my kind or ware whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold hendless the Purchaser and any r all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may he put or subject by reason of any act, action, neglect, omission or default an the part of the Seller, any of his contractors, or any of be Sellers or contractors officers, agents -1 employees. In now any suit or otha proceedings shall be bmught against the Purchaser, or its officers, agents or employees at any time on account or by reason of any net, action, neglect, omission or default of the Seller of any of his contractors or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the deRnse thereof and to defend the same at the Sellers own expense, to pay any and at I costs, charges, offomeys fees and other expenses, 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 ofthe Purchaser, or said parties in or as a result ofsuch suits or other pmcedings, the Sellerwill at once are the more to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, Finnish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with crowd to safety including, but without limirsomr, the Occupational Safety and Health Act of 1970 and all roles and regulations issued pursuant theme. Revised 07Y 014