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HomeMy WebLinkAbout130469 THE BRENDLE GROUP INC - PURCHASE ORDER - 9117610Fort Collins Date: 12/27/2011 PURCHASE ORDER PO Number Page 9117610 1of2 This number must appear on all invoices, packing slips and labels. Vendor: 130469 Ship To: ELECTRIC UTILITIES THE BRENDLE GROUP INC CITY OF FORT COLLINS 212 W MULBERRY ST 700 WOOD ST FORT COLLINS Colorado 80521 FORT COLLINS Colorado 80521 Delivery Date: 12/27/2011 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Ordered Extended Price 1 Climate Wise On -Call Technical 1 LOT EA 8,000.00 Program Assistance TBG-12-02 2 Climate Wise On -Call Technical 1 LOT EA 2,000.00 Program Assistance TBG-12-02 Total $10,000.00 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 II, 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 Order Tcrrlts and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions, By stanch, the City of Fort Call ins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-04502. FedmI Excise Tax Exemption Certificate of Registry 94-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict peformanc, of the terms and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26, lid (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event Ora breach, the acceptance ofor payment for goods hereunder or approval of the design, shall not m1cac the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defect of any of the warranties or obligations of this purchase order and shall not be doomed a waiver of any right of the damage in transit, may be rcNmed to you for credit and arc not to be replaced except upon mceipt of written purchaser to insist upon strict performance forearm any of its rights or remedies as to any such gads. regardless instructions front the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral malifieation or rescission of this purchase onlcr by the Purchaser operate as a driver of any of the terms Inspection. GOODS arc subject to the City of Fort Collins inspection on arrival, here.(. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can resat 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 from antitmst ACCEPTANCE is dependent upon completion ofa11 applicable required inspection provedums. violations arc in fact borne 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 claims it may now have or hescafler Freight Terms, Shipments most be F.O.B., City of Fort Collins. 700 Wad St., Fort Collins, CO 90522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular good or services Otherwise specified on this order. 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 PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufaentrcrs have distributing points in various pans of the country, shipment is If the Purchaser ditems the Seller to correct nonconfomting or defective goods by a dntc to be agreed upon by the expected fmm the ncarcst distribution point to destination, and excess freight will be deducted front Invoice when Purchaser and the Seller, and the Scllcr thereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made form 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. remains. Seiler shall procure at sellers sole cast all necessary perils, certificales and licenses requited by all applicable laws, regulations, ordinances and rates of the state. municipality, fa-mory or political subdivision where the work is performed, or requited by any other duly constituted public authority having jurisdiction over the wark of condor. Seller further agrees to hold the City of Fort Collins harmless from and against all liability and Ions incurred by them by rear on of an asserted or established violation of any such laws, regulations, ontiumacs, roles and requirements, Authorization. All panics to this contract agree that the representatives are. 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 tents and conditions stated hacin set forth and any supplementary or additional teens and conditions annexed hereto or incorporated herein by rcfcreme. Any additional or different terms, and conditions pmposcd by seller arc objected to and herchy 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 office essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached hereto. No act of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this prevision. In the event Oran y delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplacing this order elsewhere and holding the Seiler liable for damages. However. the Seller shall not be liable for damages as a result of delays due to causes not maxonably foreseeable which are beyond it reasonable control and without its fault of negligence. such act of Gad. act o civil or military authorities, gm'emmental priorities, fires, strikes, food, epidemics. wars or riots provided that notice of the conditions causing such delay is given to the purchaser within ❑vc (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 uvarmnts 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 purchases harmless from any loss, damage or expense which the Purchaser may suffer Or incur on account of the Scllcrs breach of warranty. The Seiler shall replace, repair or make good, without cast to the purchaser, any defect or fault 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 nRcr the date of acceptance of the goods furnished hereunder (acceptance not to be unrcasonahly delayed), resulting fmm imperfect or defective work done or materials furnished by the Seiler. Acceptance or use of goods by the Purchaser shall not constitute a waiver array claim under this wammnty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach array of the foregoing warranties or guarantees, but such liability shall in no event include loss of pmfits Or Toss 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 tcmas by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal Terms, including additions to or deletions fmm the quantities originally amend in the specifications or drawings, by verbal or written change omcr. 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 portions of plc goods then not shipped, subject to any equitable adjuvormm between the panics as to any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated pmfits on the uncompleted partion of the goods and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller withrrespeet to any good which are the Sellers standard stock. No such termination shall relieve the Purcheacr m the Scllcr of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days fmm the date the change or termination is Odom,. R. COMPLIANCE WITH LAW. The Seller nam, tax that all good sold hereunder shall have been produced. sold, delivered and furnished in strict compliance with all applicable laws and regalztions to which the grads arc subject. The Seller shall execute and deliver such documents as may be required to effcet 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 hold the Purchaser hamdcss from all costs and damages suffered by the Purchaser as a result of the Sellers failure to empty 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 office other party. 10. TITLE. The Seiler warrants full, clear and unrestricted 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 encumbrances end claims of others. The Seller shall release the Purchaser and its contractors of any tier fmm all liability and claims of any nature resulting fmm the performance nfsuch work. This release shall apply even in the event of fault of negligence of the Parry released and shall extend to the flameouts, officers and employees of -such party. The Seller's contractual obligations, including warranty, shall not be deemed to he reduced in any way, because such work is perfnnued or caused to be perfnmud by the Purchaser. 14. PATENTS. Whenever the Seiler is required muse any design, device, material or process covered by letter. patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material or pmccs in connection wish the contract, and shall indemnify the Purchaser for any cost. expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or r ler the completion Wife 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,equipmcnr or pan is enjoined, the Seller shall, at its awn expense and at its option, either procure for the Purchaser the right to continue using said equipment or parts, replace the mate with substantially equal but noninfringing equipmcm or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or banknpt. make an assignment for the benefit of creditors. appoint a receiver ar tmstee for any of the Sellers property or husinea, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The dcfinitioas.Roma used or the interpretation Office agreement and the rights of all parties hereunder shall be construed under and governed by the laws ofthc State of Colomdo, USA. The following Additional Conditions apply only in cases where the Seller is to preform work hereunder. including the services of Sclicrs Repmsentalivc(s), on the premises ofothers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers own risk until the same is fully completed and accepted, and shill, in case of any accident. destruction or injury to the work and/or materials before Seller's final completion and acceptances complete the work at Sellers own expense and to the satisfaction of the Purchaser. When materials and equipment are furnished 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 Omer. 19. INSURANCE, The Seiler shall, at his non 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 in 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 insurance with ha ily injury and death limits of nt least S300,000 for any one person. S500.000 for any 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 insumnce. Before any of the Scllcrs or his contractors employees shall do any work upon the premises ofothers, the Sellershall famish the Purchaser with a eenifiwrc that such compensation and insurance have been provided. Such cenificams shall specify the date ohen such compensation and insurance have been provided. Such eenifieates shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insumncc shall be maintained until ifer 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 nature wh matcycr to persons or property caused by or resulting fmm the execution of the work provided far in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or nil 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 to 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 contmemrs, or any of the Sellers or contractors oficcm, agents or employees. In case any suit or Other proceedings shall be brought against the Purchaser, or its officers, agents or employees at any time on 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 Seiler hereby agrees to assume the defense thereof and to defend the same at the Sellers awn expense, to pay any and all costs, charges, anomeys fees and other expcavcs. any and all judgments that may be incurred by or obtained against the Purchaser Or any of its or their Offrcers, agents or employees in such suit or other proceedings, and in ease judgment or other lien be placed upon or obtained against the property of the Purchaser, m said panics in or as a result of such suits or other i mccedings, the Seiler will at once cause the more to be dissolved and discharged by giving bond or otherwise. The Seiler and his contractors shall take all safety precautions, famish and install all guards necessary for the prevention of accidents, comply with all Imes and regulations with regard to safety including. but without limitation, the Occupational Safety and Health Actor 1970 and all odes and regulations issued pursuant thereto. Revised 03/2010