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HomeMy WebLinkAbout130469 THE BRENDLE GROUP INC - PURCHASE ORDER - 9111231City of a rt Collins Date: 03/01/2011 Vendor: 130469 THE BRENDLE GROUP INC 212 W MULBERRY ST FORT COLLINS Colorado 80521 PURCHASE ORDER PO Number Page 9111231 1 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: NATURAL RESOURCES CITY OF FORT COLLINS 200 W. MOUNTAIN FORT COLLINS Colorado 80521 Delivery Date: 02/28/2011 Buyer: JAMES O'NEILL Note: Line Description Quantity UOM Unit Price Extended Ordered Price CLIMATE WISE TECHNICAL 1 LOT LS 22,107.00 ASSISTANCE City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill II, 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 Invoice Address: 107.00 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 stmutc the City of Too Collins is exempt from state and local taxes. Our Excmption Number is 11. NON WAIVER. 98-04502. Federal Excise Tax Exemption Certificie of Registry 84-60(1 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hereof. failure or delay to Internal Revenue. Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). 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 riffle design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of the warmnties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be rctumed to you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon strict perfornmar c herenfor any of its rights or remedies as to any such goods, regardless instructions from the City of Fort Collins. of when shipped, received or accepted, as to any prim or subsequent default hereunder, not shall any purported and modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS am subject to the City of Fors Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins. However. it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting fmm antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures, violations arc in fact home by the Purchaser. Theretofore, for good came and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments most be F.O.B., City of Fort Collins. 700 Wood Se. Fen Collins, CO 80522. unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this order. If permission is given to prepay (might and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill must accompany invoice. Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Whom manufacturers have distributing points in various pans of the country, shipment is If the Purchaser direct the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thcmancr indicates its inability or unwillingness to comply, the Purchaser shipments are made from greater distance. may cause the work to be performed by the most expeditious means mailable to it, and the Seller shall pay all costs associated with such work. Permits. Seller shall procure at sellers Sale cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rules of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fort Collins harmless From and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and requirements. Authndeation. All parties to this contract agree that the representatives arc, in fact, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set fnnh and any supplementary or additional tents and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately 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 herein. No acts of the Purchasers including, without limitation, acceptance of partial late del iverics, shall operate as a waiver ofthis provision. In the event ofany delay. the Purchaser shall have, in addition to other 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 of delays due to comes not reasonably foreseeable which are beyond its reasonable control and without its fault ofnegligenee. such acts of God, acts of civil or military authorities, govcmmental priorities, tires strikes, food, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days ofthe time when the Seller first received knowledge thereof In the event of ary such delay, the date of delivery shall be extended for the period equal to the time actually lost by reason ofthe delay. A. 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 nature. The Seller agrees to hold the purchaser harmless From any loss, damage or expense which the Purchaser may suffer or incur on account ofthe Scllcrs breach of warranty. 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 goods furnished hereunder (acceptance not to be unreasonably delayed), resulting fmm imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this warranty. Except as otherwise provided in this purchase order, the Scllcrs liability hereunder shall extend to all damages proximately caused by the breach ofany of the foregoing warranties or guarantees. but such liability shall in no event include loss of pmfits or loss 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 written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the tans, other than legal terms, including additions to or deletions fmm the quanlities 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 made. 6. TERMINATIONS. The Purchaser may at any time by written change order. terminate this agreement as to any or all potions of the goods 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 for anticipated profits on the uncompleted portion ofthe goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any goods which arc the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller ofany of Ihcir obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days From the date the change or termination is ordered. 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 Seller shall execute and deliver such document as may be required to effect or evidence eonmpliancc. All lases 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 costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser far all equipment, materials, and items furnished in performance of this agreement. free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims ofany 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, officers and employees ofsuch party. The Sellers contractual obligations, including warranty. shall not be deemed in 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 or copyright, the Seller shall indemnify and save hamdcm the Purchaser firma any and all claims for infingcment by reason of 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 ofsuch infringement at any time during the prosecution or after the completion ofthe work. In case said equipment or any pan thereof or the intended mac of the goods, is in such suit held to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall, at it man expense and at its option, either procure for the Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes noninfringmg, 15. INSOLVENCY. 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 Purchaser without liability. 16, GOVERNING LAW. The definitions oftcmts used or the interpretation ofthe agreement and the right of all panics hereunder shall he construed under and governed by the laws ofthe State of Colorado. USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Scllcrs Rcpmsentntive(s), on the premises ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall cam on said work at Scllcr'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. complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment arc famished by others for installation or erection by the Seller. the Seller shall receive, unload. store and handle same at the site and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. 18. 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 the laws of the state in which the work is to be done. The Seller shall also tarty comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at ]east S300,006 for any one perxon. S500,0110 for are 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 tiny of the Sellers or his contractors employees shall do any work upon the premises ofothcrs, the Scllcr shall furnish the Purchaser with a certificate that such compensation and insurance have been pmvidcd. Such certificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when Stich compenwtion 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 ofany kind or nature whetsorvcr to persons or property caused by or resulting from the execution afthc 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 Form and against any and all claims, losses, damages. charges or expenses, whether direct or indirect and whether to persons or properly to which the Purchaser may be put or subject by reason of any act, action, neglect omission or default on the pan of the Seller, any of his contmctnrs, or any of the Sellers or contractors nlfcers, agents or employees. In case any suit or other proceedings shall be brought against the Parchaseq or its officers, agents or employees at any time no 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 officers, agents or employees as aforesaid, the Scllcr 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 he incurred by or obtained against the Purchaser or any of its or their officers. agents or employees in such suits or other pmecedings, and in case judgment or other lien be placed upon or obtained against the property of the Purchaser, or mid parties in or as o result of such snit 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, famish and install all guards necessary for the prevention of accidents, comply with all Imes and regndation.s with regard to safety including, but wilhnut limitation, the Occupational Safety and Health Act of 1970 and all mles and regulations issued pursuant therein. 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