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HomeMy WebLinkAbout130469 THE BRENDLE GROUP INC - PURCHASE ORDER - 9957255Date: 12/4/2009 City of F6rt Collins Page Number: 1 Purchase Order Number: 9957255 Delivery Date: 12/4/2009 Buyer: DICK,OPAL Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: Line Qty/Units Description Extended Price 1 1 LOT 12,908.50 Inv 974 less overpayment on previous invoice City of Fort Cgffinf Director of Purchasing and Risk Management This order is alid over $5000 unless signed by James B. O'Neill Il, CPPO 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 Total $12,908.50 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state 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 Stannes 1973. Chapter 39-2n, 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications. either when shipped ordue to defects of damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of written instructions from the City of Fort Collins. hmspection. GOODS are subject to the City of Fort Collins inspection on at Final Acceptance. Receipt ofthe merchandise, services or equipmment in response to this order can result in authorized payment on the pan of the City of Fort Collins. However, it is to be undei;stood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Terns. Shipments must be F.O.B., City of Fort Collins, 700 Wood St.. Foil Collins. CO 80522, unless otherwise specified on this order. If permission is given to prepay ficight and charge separately. the original height bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pars o(the country, shipment is expected fi'onm the nearest distribution point to destination, and excess freight will be deducted front Invoice when shipments are made fi om greater distance. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required byull applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the wmk is performed, or required by any other duly constituted public audwrity having jurisdiction over the work of vendor; Seller further agrees to hold the City of Foil Collins harmless fronn and against all liability and loss incurred by them by reason ofan. asserted or established violation of any such laws, regulations, ordinances. rules and requirements. Authorization. All parties to this contract agree that the representatives are, in fact, bona fide and possess full and conmplete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the tcrnts and conditions stated herein set forth and any supplementary or additional terns and conditions annexed hereto Or incogwrttetl herein by reference. Any additional or different terns and conditions proposed by seller are objected tit and hereby rejected. 2. DELIVERY_ PLEASE ADVISE PURCHASING AGENT innnediately if you cannot make complete shipment to arrive on your promised delivery date as noted. Time is ofthe essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, will limitation, acceptance o f pa tial late deliveries, shall operate as a waiver of this provision. In the event of may delay. the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Sefler liable for damages. However, the Seller shall not be liable for damages as a result of delays due to causes not reaasonably foreseeable which are beyond its reasonable control and without its tault of negligence, such acts of God, acts of civil or military authorities, govemmeatal priorities, fires, strikes, flood, epidemics, wars 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 Seller first received knowledge thereof. In the event of any such delay, the date of delivery shall be extended for the period equal to the time actually lost by reason of the delay. 3.WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order trill confomn with applicable drawings, specifications, sannpies and/or other descriptions given, will befit lit the purposes intended, and performed with the highest degree of care and competence in accordance with accepted st:utia ds lit work of a similar nature The Seller agrees to hold the purchaser harmless from any loss. dammage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of warsanty. The Seller shall replace. repair c r make good, without cost to the purchaser, any defects or fmdts arising within one (I) yen' or within such longer period oflinme as miry lac prescribed by law or by the terns of any applicable warranty provided by the Seller alien the date of acceptance of the goods furnished hereunder (acceptance not lobe unreasonably Bela yed), resulting front inapc•rfcct or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constinue a waiver of any claim under this waranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder 511a11 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 or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLE'. 4. Cl IANGES IN LEGAL TERMS. The Purchaser may make changes to legal terns by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser nay make env changes to the terns, other than legal terns. inchrdine additions tons deletions fronm 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 shall be matte. G. TERMINATIONS. The Purchaser may at anytime by written change order, terminate this agreement as to :ay or all portions ollhe goods then not shipped, subject to any equitable adjustmment lxrveen the panics as to any work or materials then in progress provided that the Purchaser shall not be liable for any clains for anticipated profits on the uncompleted portion ofthe goods ar0ca work, for incidental m consequential tlarnages, and that no such atljusunen be nude in favor ofthe Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must beasserted within thirty (30) days fionm the date the change or termination is ordered. 8. 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 Seller shall executcand 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 incoporated herein by this reference. The Seller agrees to inderruify and hold the Purchaser harmless from all costs and dannages suffered by the Purchaser as a result ofthe Sellers failure to comply with such law. If and only to the extent this [Agreement] constitutes a "sole source govenunent contract" within the nmeaning of Article XXV I I I of the Colorado Constitution ("Article XX V I I I"). then the provisions of Sect ion 15 of Article XX V I I I are hereby incorporated into this [Agreement]. In such a case, if the [ContraclorI or any other person who is "contract holder" as defined in Section 2(4.5) of Article XXVI II intentionally violates Section 15 or Section 17(2) of Article XXV III, then the [Contractor] agrees it shall be ineligible to hold any sole source eovemnment conflict. or public employment with the state of Colorado or any of its political subdivisions. lit three years. 9. ASSIGNMENT. Neither patty shall assign, transfer, or convey this order, or may monies due or to bcconme due hereunder without the prior written consent ofthe other patty. 10. TITLE. The Seller warrants trill. CICarand unrestricted title to the Purchaser for all equipment, materials, and items furnished in perf n'r:nce of this agi eement. free and cleat of any and all liens. restrictions, reservations, security interest encumbrances and claims of others. 11. NONWAIVER. Failure of the Purchaser to insist upon sttict perfornance of the tents 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 of or payment for goods hereunder or approval ofthe design, shall not release the Seller of any ofthe warranties or obligations of this purchase order and shall not be deenned a waiver of any right ofthe purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regmdless of when shipped, received or accepted, as to any prior or subsequent default hereunder, not shall any purported oral modification or rescission of this purchase order by the Purchaser operate as it waiver of any ofthe tents hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and due Purchaser recognize than in actual economic practice, overcharges resulting from antitrust violations are in fact borne by the Pm'Cht6er. Theretofore, fin good cause and as consideration for executing this purchaseorder, the Seller hereby assigns to the Purchaser any :aid all clains it may now have or hereafter acquired under federal or state antitrust laws forsuch overcharges relating to the particular goods or services purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. I f the Purchaser directs the Seller to correct nonconforming or defective goods by a bate to be agreed upon by the Purchaser and the Seller, and the Seller therentier indicates its inability or unwillingness to comply, the Purchaser nary cause the work to be perfimtmmed 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 o f any tier fi oat all liability and clains of any nature resulting fionn the performance of such work. 'I"his release shall apply even in the event of fault ofnegligence ofthe party released and shall extend to the directors, officers 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 pel looped or caused to be performed by the Purchaser. 14. PATEN"I'S. Whenever the Seller is required to use any design, device, material or process coveted by letter, patent, trademark or copyright, the Seller shall inderrnncy and save harmless the Purchaser from any and all clains for infiingenment byreason 6fthe use ofsuch patented design. device, material or process in connection with the contract, and shall indemnify the Iurchaser for any cost, expense or dammage which it nay be obliged to pay by reason of such infringement al any tinme during the prosecution or after the completion of the work. In case said equipment, or any par thereof or the intended use ofthe goods, is in such suit held to constitute infifingerent and the use ofsaid equipment or par 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 satne with substantially equal but non-infi"inging equipmment, or modify it suit beconmes non -infringing. 15. INSOLVENCY. If the Seller shall beconne insolvent or bankrupt, nuke an assignment for the benefit ofcreditors, appoint a receiver or trustee fir any of [lie Sellers property or business, this order stay forthwith be canceled by the Purchaser without liability. lo. GOVERNING LAW. The definitions of terns used or the interpretation ofthe agreement and the rights of all parties hereunder shall be construed under and governed by the laws ofthe State of Colorado. USA. 'fhc follouving Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall canyon said work at Seller's own risk until 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. nnplete the work :it Seller's own expense and to the satisfaction of the Purchaser. When mmaterials and equipnment are tarnished by others lit installation or erection by the Seller, the Seller shall receive, unload, store and handle same at the site and beeonme responsible therefor as though such mm.iterials and/or equipment were being furnished bythe Seller under the order. 18. INSURANCE. The Seller shall, at Isis own expense, provide for the payment of workers conmpensation, includumgoccupationaldisease 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 Imes of the state in which the work is to be done. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insuraneewith bodily injury and death limits of at least $300,000 for any one person. S500,000 for any one accident and properly damage limit per accident of S400,000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Belbre any of the Sellers or his contractors employees shall do any work upon the premises orothcrs, the Seller 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 certificates shall specify the date 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 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 any kind or nacre uvhatstievel to persons or property caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees fiom and against any and all clains, losses, dmnages, charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser maybe put or subject by reason of: ny act, action. neglect, omission or default on the part ofthe Seller, any ofhis contractors, or any ofthe 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 anytime on account m by reatson ofany act, action, neglect, omission or default ofthe 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 defense thereof and to defend the 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 Purchaser or any of its or their officers, agents or enmployees 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 arestdt 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 take all safety precautions. furnish and install all guilds necessity for the prevention of accidents. comply with all laws and regulations 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 04/2009