Loading...
HomeMy WebLinkAbout146772 ROCKY MOUNTAIN INNOVATION INITIATIVE - PURCHASE ORDER - 9111491City of Fort Collins Date: 03/14/2011 PURCHASE ORDER PO Number Page 9111491 1o12 This number must appear on all invoices, packing slips and labels. Vendor: 146772 Ship To: ELECTRIC UTILITIES ROCKY MOUNTAIN INNOVATION INITIATIVE CITY OF FORT COLLINS 320 E VINE OR SUITE 101 700 WOOD ST FORT COLLINS Colorado 80524 FORT COLLINS Colorado 80521 Delivery Date: 03/11/2011 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price Performance Incentive for IDAP 1 LOT LS 36,510.00 ity ity 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 C Invoice Address: WE 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 statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER, 98-04502. Federal Excise Tax Exemption Certi fieatc of Registry 94-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terms and conditions hcrorf. failure or delay to Internal Revenue. Denver. Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26, 114 (a), exercise any rights or remedies prided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance ofor payment for goods hcrcundm or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped orduc to defects of any of the warranties 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 are not to be replaced except upon receipt of wrincn purchaser to insist upon strict performan¢ herenfor any of its rights or remedies as to any such goods, regardless instructions from the City effort Collins of when shipped, received or accepted. as to any prior or subsequent default hueundeq nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the term Inspection. GOODS are 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. authorized payment on the part 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 front animist ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations arc in fact home by the Purchaser. Theretofore. for good cause and as consideration for executing this parchnse order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hem,incr Freight Terms. Shipments most be F.O.B., City of Fort Collins 700 Wood St., Fort Collins, CO 80522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services othetsAse specified oa 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 ameptcd. Shipment Distance. Where manufacturers have distributing points in various pans of the country. shipment is expected fmm the nearest distribution point to destination, and excess freight will be deducted form Invoice when shipments arc made than greater distance. Pennies. Seller shall procure at sellers sole cast all necessary permits. certificates and licenses rcquircd by all applicable lases, regulations, ordinances and roles 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 Scllcr further agrees to hold the City of Fort Collins harmless fmm and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, mlcs and requirements. Authorization. All parties to this contract agree that the representatives are. in fact, bona fide and possess full and complete authority to bind mid panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional term and conditions annexed hereto or incorporated herein by reference. Any additional or different term and conditions proposed by Scllcr arc 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 of the 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, without limitation. acceptance ofpaoial late deliveries, shall operate as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option ofplaeing this order elsewhere and holding the Seller liable for damages Howcvcr. the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond its m:aonable control and without its fault of negligence, such acts ofG d. acts of civil or military authorities, governmental priorities. fires, strikes Food, 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 Scllcr 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 ofthe delay. 3. WARRANTY. The Seller wamnts that all good, articles, materials and work covered by this nrdcr 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 accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless From any loss, dmmnge or expense which the Purchaser may suffer or incur on account of the Seller, breach ofwarranty. 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 tells of any applicable wammy provided by the Scller afer the date of acceptance ofthe goods famished hcrcundu (acceptance not to be unreasonably delayed), resulting From imperfect or defective work done or materials fumishcd by the Scllcr. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany 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 Many of the foregoing wamntics 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 terms, other than legal terms. including additions to or deletions fmm 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 Mperformance hacundu, an equitable adjustment shall he 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 pmgress 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 respect to any goods which are the Scllcrs standard stock. No such termination shall relieve the Patch., or the Seller of any of their obligations as to any gaols delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must he assured within thirty (30) days Form the date the change or termination is ordered. 8. 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 galls arc subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All lases and regulations required to be incorporated in agreements of this character arc hereby incorpnmtcd herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless fmm all crisis and damages suffered by the Purchaser as a result ofthe Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, or conwcy this order, or any monies due or to become due heramder without the prior wrincn consent of the other party. 10. TITLE. The Seller wamnts full, clear and unrestricted title m the Purchaser for all equipment, matena Is. and items furnished in pufomance of this agreement, free and clear of any and all lints, restrictions, reservations. Security intent encumbrances and claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller, sad the Seller thcrea0er indicates its inability or unwillingness to comply, the Purchaser may cause the work to be performed 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 coamcmrs of any tier fmm all liability and claims of any nature resulting fmm the p r omance ofsach work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, oRrers and employees ofsach party. The Seller's contractual obligations, including wammy, shall not be deemed to be reduced, in any way, because such work is performed or mused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or pmcros covered by letter, patent, trademark or copyright. the Seller shall indemnify and save harmless the Purchaser front 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 coat. expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or after the completion o(the work. In case s id equipment. or any pan thereof or the intended use of the goods. is in such Writ held to constitute infringement and the use of said equipment or part 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 more with substantially equal but noninfringing equipment, or modify it So it becomes noninfringing. 15, INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint n receiver or trustee for any of the Sellers property or business this order may forthwith be canceled by the Pnrchascr without liability. 16. GOVERNING LAW. The definitions oftcrms used or the interpretation ofthe agreement and the rights of all panics hereunder shall be construed under and governed by the laws of the State of Colorado. USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the services of Sellers Reprcsentatwc(s), on the premises cfolhers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on 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, complete the work at Seller's men expense and to the satisfaction ofthe Purchaser. When materials and equipment are Famished by others for installation or erection by the Seller, the Scllcr shall receive, unload, store and handle same at the site and become responsible therefor as though such materials and/or equipment were bring famished by the Seller under the order. IS. 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 carry comprehensive general liability including, but not limited to. contractual and automobile public liability insurance with bodily injury and death limits of at least S300,000 for any one person. S500.000 for any one accident and pmperty damage limit per accident of S400.000. The Seller shall likewise require 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 efothcrs, the Seller shall famish the Purchaser with a ecrtifieatc 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 aficr 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 ohm oover 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 Pumhascr and any or all 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 pmperry to which the Pumhnwr may be put or subject by mason 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 olFecrs, agents or employees. In ease any suit or other proceedings shall be brought against the Purchaser, or its of ccrs. 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 omecis, 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 ineumd by or obtained against the Purchaser or any of its 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 ofthe Purchaser, ar said parties in or as a result ofsach suits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or ollumvise. The Seller and his contractors shall take all safety precautions, famish and install all guard necessary 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 roles and regulations issued pursuant thereto. Revised 03/2010