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HomeMy WebLinkAbout403506 THE MEJORANDO GROUP - PURCHASE ORDER - 9111500City of F6rt Collins Date: 03/14/2011 PURCHASE ORDER PO Number Page 9111500 t of 2 This number must appear on all invoices, packing slips and labels. Vendor: 403506 Ship To: ELECTRIC UTILITIES MEJORANDO GROUP CITY OF FORT COLLINS PATRICK IBARRA 700 WOOD ST 7409 N 84th AVE FORT COLLINS Colorado 80521 GLENDALE Arizona 85305 Q Delivery Date: 03/14/2011 Buyer: OPAL DICK N ote: Line Description Quantity Ordered UOM Unit Price Extended Price Knowledge Transfer 1 LOT EA 46,200.00 Phase 2 Total Invoice Address: City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill It, CPPO City of Fort Collins City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Accounting Department Phone:970-221-6775 Fax: 970-221-6707 Email: purchasing@fcgov.com PO Box 580 Fort Collins, CO 80522-0580 Purchase Ordcr Tenns and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. / Tax exemptions. By statute the City of Fan Collins is exempt fmm state and local taxes, Our Exemption Number is 11. NONWAIVER. 98-04502. Fedeml Excise Tax Exemption Certificate of Registry 94-610410587 is registered with the Collecmr of Failure of the Purchaser to insist upon sutler performance of the toms and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colondo Revised Statures 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 broach, the acceptance ofor payment for goods hereunder or approval of the design, shall not rcicasc the Seller of Goods Rejected. GOODS REJECTED due to failure to men specifications, either when .shipped or tine to defects of any of the warranties or obligations of this purchase order and shall not he deemed a voliver of any right of the damage in transit, may be resumed in you for credit and arc not to be replaced except upon receipt of written purchaser to insist upon .strict performance hercoforany of its rights or remedies as to any such grads regardless instructions fmm the City of Fart Collins. of when shipped, received or accepted, as to any prior fir subsequent default hereunder, nor shall any porported am] modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the tans Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival. hcreef. Final Acceptance Receipt of the merchandise, cervices or equipment in response to this order can result in 12. ASSIGNM ENT OF A NTITRUST CLA I M S. authorized payment on the pan of the City of Fort Collins. However, it is to be undensmd that FINAL Seiler and the Purchaser recognize that in actual economic practice overcharges resulting front amitmst ACCEPTANCE is dependent upon completion Mall applicable required inspection procedums, violations are in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all chino it may now have or hereafter Freight Terms. Shipments must be F.O.N. City of Fort Collins, 700 Wood St- Fen Collins. CO 80522. unless acquired under federal or state amitmst Imes for such overcharges relating to the particular panels or services otherwise specified on this nrdcr. U pcmuission is given to prepay freight and charge scrantelyt the original freight purchased oraequired by the Purchaser pursuam to this purchase order. bill must accompany invoice. Additional charges for parking will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing point in various pans of the eonatry, shipment is Ifthe Purchassrdimets the Sellermconed nonconfnnnitesrriclativcgands by a date Lobe agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted four Invoice when Purchaser and the Seller, and the Seller thcrcaficr indicates its inability or umvillingness to comply, the Purchaser shipments arc made from greaser distance. may cause the work to be renamed by the most expeditious means available to it. and the Seller shall pay all costs associated with such work. Permits. Serer shall procure at sellers sole cost all necessary permits, cenificata and licenses required by all applicable laws, regulations. ordinances and rates of the state, municipality. territory or political subdivision where the work is Performed. or required by any other duly constituted public authority having junsdiction mer the work of vendor. Seller further agrees to hold the City of Fort Collins hamlcss from and against all liability and Ins, incurred by (hem by reason of an asserted or established violation of any such laws, regulations, ordinances, roles and requirements. Anflu nzation. All panics 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 Pmehau Order expressly limits acceptance to the tans and conditions stated herein set forth and any supplementary or additional terms 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 Consul be effected within the time stated on the purchase order and the deaments coached hereto. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of (his pmvisian. In the event of any 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 far damages as a result of delays due to causes not reasonably foreseeable which arc beyond its reasonable control and without its fault ofocgligcocc. such acts of Gad, acts ofeivil or military authorities, governmental priorities, fires, strikes, Bond, epidemics, wars or tints provided that notice ofthe 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 loss by reason of she delay. 3. WARRANTY. The Seller wamnts that all goads, 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 cam and competence in acwrdanee 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 cony suffer or incur on account of the Sellers breach of a;u m, my. The Scllcr 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 or by the temas of any applicable amorality provided by the Seller after the date of acceptance of the Foods famished hereunder (acceptance not to be unreasonably delayed). resulting from imperfect or defective work done or materials hmished by the Seiler. Acceptance or use of grads by the Purchaser shall not constitute a waiver of any claim under this wmmnty. Except as otherwise provided in this purchase order, the Scllcrs liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wmmat ies or guarantee,, but such liability shall in no event include loss of profits or loss of use. NO I PLI HD 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 Patch.., may make any changes to the teals, other than legal terms, including additions to or deletions front the quantities originally ordemd in he s,ocificatinns or drawings, by verbal or written change coder. If any such chance affects the amount due or the time ofperformaria hereunder, an equitable adjustment shall be made. fi. TERMINATIONS. The Purchnser may at any time by written change order, terminate this agreement as to any or all portions of the good then net shipped, subject to any equitable adjustment between the panics as to any work or materials then in Progress pmvidcd that the Puneh.r. , 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 rasped to any good which arc the Sellers .standard stock. No such termination shall relieve the Purchaser or the Seller crony of their obligations as to any gads delivered hercunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must he asserted within thirty (30) days from the date the change fir termination is colored. S. COMPLIANCE WITH LAW. The Seller vam its that all galls sold hereunder shall have been produced, sold, delivered and fitmished in strict compliance with all applicable laws and regulations to which the goods are subject. The Seller .doll execute and deliver such documents ifs may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agrecmerds of this character arc hereby incorporated herein by this reference. The Seiler agrees to indemnify and hold the Purchaser harmless fmm all costs and damages suffered by the Purchaser as a resnll of the Scllcrs failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign. tansfcr, or convey this order, or any monies disc or to became due hcrcnnda without the prior written consent of the other party. ' 10. TITLE. The Seller wamnt, full, clear sad comsuieted title to the Purchaser for all equipment, materials, and items furnished in performance of this agreement. free and clear of any and all liens, restrictions, reservations, security interest encumhranecs and claims of others. The Seller shall rcicasc the Purchaser and its contractors of any tier Term all liability and claims of any nature resulting from the performance ofsueh work. This release slmll apply even in the event of foul of negligence of the party released and shall extend to the directors, officers and employees of such party. The Seller', contractual obligations, including warranty, shall not be dcemnf to be rcdnad, in any way, because such work is performed or caused to be Performed by the Purchaser. 14. PATENTS. Whenever the Seiler is required to use any design, device, material or process covered by letter. patent, leaders ark or copyright. the Scllcr shall indemnify and save harmless the Purchaser from any and all claims for infringement by reason of the use of sneh patented design, device, inumnal or process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliges[ to ryry by reason of sneh infringement at any time during the prosecution or after the completion of the work. In case said equipment, or any pan 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 pans, replace the same with subslanlially equal but noninfringing equipment, or mndify it so it becomes nnninfringing. 15. INSOLVENCY. If the Seller shift] become insolvent or bankmpl, make an assignment for the benefit of creditors, appoint a receiver or trustee for any of the Sellers property or busincs,, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions ofterms used or the interpretation of the agrccmcat and the rights of all parties hereunder shall be construed under and governed by the Imes of the State of Colondo, USA. The following Additional Conditions apply only in cases where the Seller is to perfume work hereunder, including thesemiws of Sellers Rep rsenlative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seiler shall carry on said work at Seller's own risk until the same is fully ennip]ctcd and accepted. and shall. in case orally accident, destruction or injury to the work and/or materials before Seller's final completion and acceptmee complete the work at Sellers 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 Seiler shall receive, unload. store and handle c me as the site and become resp neib]e therefor as though such unnterials and/or equipment were being famished by the Seller under the order. IS. INSURANCE. The Seller shall, at his own expense. provide for the payment of workers eompcnsztlon, including oeeupatin al disease benefits. to its employees employed on or in connection with the wark covered by this purchase order. and/fir to their dependents in accordance with the laws of the slate in which the work is to be done. The Scllcr shall also cart' comprehensive general liability including, but not limited In, contraettnl and automobile public liability insumnec .with hnlily injury and eleauh limits of at let,1 5300,000 for any mac person. S500,000 for anv one accident and property damage limit per accident of S400.000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insumnec. Before any of the Sellers or his contactors employees shall do any work upon the,orcuses of others the Scllcr slmll forni.h the Puretaser wish aeon Tecate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such ecnificaes shall specify the date when Such compensation and insumnec cxpircs. The Scller agrees that such compensation and insumnec shall be nmintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Scllcr hereby assumes the entire responsibility and liability for any and all damage, lessor injury ofany kind or nature whmsnerer to persons or property emrsed by fir resulting from the execution efthe work provided for in this purchase order or in connection herewith. The Seller will indenmify and hold hamlcss the Pumhnscr and any or all of the Purchasers officers, agents and employees fmm and against anv and all claims, losses dmmnges, charges or expenses, whether direct or indirect. and whether to persons or property to which the Purchaser may be pill fir subject by reason orally act. action, neglect, omission or default on the part of the Scllcr, any of his contmclors, or any of the Sellers or contractors effects, agents at employees In case any suit or other proceedings shall be brought against the Purchaser. Of its offcers, agents or employees at any time on account or by reason of any act. action, neglect, omission or default of the Seiler of any of his contractors or any of its or their officers, agents or employees as aforesaid, the Seiler hereby agrees to assume the defense thereof and to defend the same at the Scllcrs own expense, to pay any and all costs charges, anomcys fees and other expenses, any and all judgments (lint may be incorrect by or obtained against the Purchaser Or any of its or their effects, agents or employees in such snits or other proceedings, and in case judgment or other limn be placed upon or obtained against the property of the Purchaser, or said panics in or as a rcsidt 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 contactors shall take all safety precautions. furnish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without ]imitation, the Occupational Snfcty and l lcalth Act of 1970 and all mlcs and regulations issued pursuant thereto. Revised 03/2010