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HomeMy WebLinkAbout130469 THE BRENDLE GROUP INC - PURCHASE ORDER - 9111331Fort Collins Date: 03/03/2011 Vendor: 130469 THE BRENDLE GROUP INC 212 W MULBERRY ST FORT COLLINS Colorado 80521 PURCHASE ORDER PO Number Page 9111331 1o12 This number must appear on all invoices, packing sti s and labels. Ship To: ELECTRIC UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 03/03/2011 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price Climate Wise On -Call Tech Asst 1 LOT EA 10,000.00 WO #RBG-11-05 2 Climate Wise On -Call Tech Asst 1 LOT EA 30,000.00 WO #RBG-11-05 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: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchasc Order Terms and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. 99-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000597 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 (Rcf. Colorado Revised Statutes 1973, Chapter 39-26, 114 (a). ex'tcisc any rights or remedies provided herein or by lam, failure to promptly notify the Seller in Ibc event of a breach, the acceptance ofor payment for goods hereunder or approval of the design, shall rim release the Seller of Goads Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defect%of any of the a atomics or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be returned to you for credit and arc not to be replaced except upon receipt of written muchaser to insist upon strict performance hereof nr any edits 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 prior or subsequent default hereunder, nor shall any pugoned oral ntndification or rescission of this purchase order by the Purchaser operate as a waiver of any of the tells Inspection. GOODS am subject to the City of Fort 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. amhorized payment on the part of the City of Fort Collins. However. it is to be understand that FINAL Seller and the Purchaser recognize that in ached economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable acquired inspection procedures. violations are in fact home by the Purchaser. Therctafnm, for good cause 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 must be F.O.B.. City of Fort Collins, 700 Wood St.. Fort Collins, CO 90522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods err services otherwise specified on this aide,. If permission is given to prepay freight 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 Pr;RFORMANCF, OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is Iffl a Purchaser directs the Seller to correct nonconforming Or defective goods by a date to he 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 thereafter indicates its inability or unwillingness to comply, the Purchaser shipments arc made from greater distance. may cause the work to be perfumed by the most expeditlms means available to it and the Seller shall pay all costs associated with such work. Permits. Seller shall procure at sellers sole cast 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 pMormed, 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, mles and requirements. Authorim lion. All parties to this contract agree that the representatives arc, in fact, bona fide and possess full and complete authority to bind said panics. 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 incorpomted hcrcin 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 premised delivery date as noted. Time is of the essence. Delivery and per omance must be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including. without limitation, acceptance ofpanial late deliveries, shall operate as a waiver of this provision. In the event ofany delay. the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages. Hoavvcr, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond its reasonable control and without its fault nfnegligcnce. such acts of God, acts nfci,il or military authorities, governmental 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 he extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller wamnts 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 fro the purposes intended, and pMormed 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 of the Sellers breach ofmam, my. The Seller shall replace, repair or make good, without cast 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 err by the Isms of any applicable warranty provided by the Seller ancr the Ante of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this warranty. Except as otherwise pmvidcd in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wammics or guarantees, but such liability shall in no event include loss of profits err 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 toms. other than legal terms, including additions to or deletions from 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 perfarmarec 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 portions 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 of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respell to any good which arc the Scllcrs standard stock. No such termination shall rclicwc the Purchaser or the Seller of any of their obligations as to any good delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) drys from the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller wamnts that all goods sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods am subject, The Seller .shall execute and deliver each documents as may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and held the Purchaser harmless front all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such have. 9. ASSIGNMENT. Neither parry shall assign, transfer, or convey this order, or any monies due or to became due hen under without the prior written consent of the other party. 10. TITLE. The Seller wtom nts full, clear and unrestricted title to the Purchaser for all equipment, materials, and items Firm shed 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 emimnars of any net 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. officers and employees ofsuch parry. The Seller's contractual obligations, including warranty, shall and be deemed to be reduced, in any way, because such work is performed or caused to he 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 Sellershall indemnify and save harmless the Purchaser farm any and all claims for infringement 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 cart. expense at damage which it may be obliged to pay by reason ofsuch infringement at any time during the prosecution or after the completion of the work. In case said equipment. or any part thereof or the intended use 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 its own 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 noninfringing. 15, INSOLVENCY, If the Scllcr shall became insolvent or bankrupt, make ern 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. Ib. GOVERNING LAW. The definitions of terms used or the interpretation of the agreement and the rights of all panics hereunder shall be construed under and gnvemed by the Imes ofthe State of Colorado. USA. The following Additional Conditions apply only in cases where the Seller is to perfoml work hereunder. including the services of Scllcrs Rcpresenhtiec(s), on 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 ncecpted, and shall, in case of any accident, destruction or injury to the work and/or mzlerials before Seller's final completion and acceptance, complete the work at Scllcr's own expense and In the satisfaction of the Purchaser. When materials and equipment are famished by others for inshllmion or erection by the Seller, the Seller shall receive, unload, store and handle same at the site and become responsible therefor as though such materiels and/or equipment were being fnat by the Scllcr and% the care, 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 the laws of the state in which the work is to be done. The Scllcr shall also tarty comprehensive general liability including. but not limited to, contractual and automobile public liability inssumnce with hadily injury and death limits of at least S300,000 for any one person, 5500,000 for any one accident and pmpcny danuigc limit per accident of S400.000. The Seller shall likewise acquire 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. be Seller shall furnish the Pumheaer 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 ofany kind or nature whatsoever to persons or property caused by or resulting from the execution afthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchnscr and any or all of the Purchasers o frem, 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 Purchnscr may be put or subject by reason of any act, action, neglect, omission or default on The pan of the Scllcr 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 olfccl, agents or employees at any lime on account or by reason of any net, action. neglect omission or default of the Seller of any of his contractors or nay of its at their eflcers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the .same at the Sellers man expense to pay any and all costs charges, ammcys fees and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser or any of it 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 panics in or as a result of such suits at other proceedings the Seller will at once cause the saute to be dissolved and discharged by giving bond or otherwise. The Seller and his comments shall take all safety precautions, famish and install all guards necessary for the prevention of accidents, comply with all laws and rcgndatians with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all noes and regulations issued pursuant thereto. Revised 03/2010