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HomeMy WebLinkAbout452116 E SOURCE COMPANIES LLC - PURCHASE ORDER - 9112345City of �,.F.�orrt Collins Date: 04/26/2011 Vendor: 452116 E SOURCE COMPANIES LLC 1965 N 57TH COURT BOULDER Colorado 80301-2826 PURCHASE ORDER PO Number Page 9112345 1of2 This number must appear on all invoices, packing slips and labels. Ship To: ELECTRIC UTILITIES CITY OF FORT COLLINS 700 WOOD ST / FORT COLLINS Colorado 80521 Delivery Date: 04/26/2011 % Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Oidered Price E Source IGS Membership Z 1 LOT LS 8,475.00 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill Il, 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Ordcr 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. 98-0,3502. Federal Excise Tax Exemption Cer ificate of Registry R4-6000597 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the terra and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Rcf. Colorado Revised Startles 1973. Chapter 39-26. 114 (a). exercise any rights of remedies pmvidcd hcrcin or by law, failure to promptly notify the Seller in the event of a breach, the acceptance of or payment for good hncunder or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due In 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 renamed to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance hercofor any of its rights or remedies its to nay such goods, regardless instructions firm the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modificalion or rescission of this purchase order by the Purchaser operate as a wait or of any of the terms Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. hermf. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLA [MS. authorized payment on the pan of the City of Fan Collins. However. it is to he understood that FINAL Seller and the Purchascr recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection preacdurcs. violations arc in fact borne by the Porchmcr. Theretofore, for good cause and as consideration for executing this purchase order, the Seiler hereby assigns to the Purchaser any and all claims it may now% have or hercaftcr Freight Terms. Shipments must be F.O.B., City of Fun Collins, 700 Wood St., Fort Collins, CO 90522, unless acquired under federal or state animist laws for such overcharges relating to the particular good or senices odomisc 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 manufacturers have distributing points in various parts of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the expected From the nearest distribution point to datioation, and excess freight will be deducted Evil invoice when Purchaser and the Seller, and the Seller therea0cr indicates its inability or unwillingness to comply, the Purchaser shipments arc made fmm greater distance. may cause the work to be perfommod by the most expeditious means available to it, and the Scllcr shall pay all cats associated with such work. Permits. Seller shall procure at sellers sole cat 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 jorfsdiction 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, onlinnnces, odes and requirements. Authorization. All parties to this contract agree that the representatives arc, in fact, born fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expreedy limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional terms and conditions annexed herein or incorporated herein by reference. Any additional or different terms and conditions proposed by sciler 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 performance must be effected within the time stated oa the purchase order and the documents attached hercm. No acts of the Purchasers including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this prevision. In the event of any delay. the Purchaser shall have, in addition to other legal and equitable remedies, the option nfplacing this order elsewhere and holding The Seiler liable for damages Hasevcr, 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 of negligence. such acts of God, acts ofcivil or military authorities, governmental priorities, finis, strikes, Bond, epidemics, wars or riots provided that notice of the conditions causing such delay is given m 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 of the delay. 3. WARRANTY. The Seiler warfare, that all goods, anides, 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 preformed 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, 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 cost to the purchaser, any dcfcats or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the toms crafty applicable worromy provided by the Seller net the date of acceptance of the good 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 good by the Purchaser shall not constitute a waiver ofany claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hneunda shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss of profits 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. CI IA NOES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms. including additions to or deletions from the quantities originally ordered in the speei fneminns or drawings, by verbal or wrinen change order. If any such change affects the amount due or the time ofpc6rar ance hereunder, an equitable adjustment shalI 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 panics 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 he made in favor of the Seller with respect to any goods which arc the Scllcrsstandard stock. No such termination shall relieve 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) days from the date the change or termination is ordered. R. 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 good are subject. The Seller shall execute and deliver such 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 hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a result of the Scllcrs failure to comply with such law. 9. ASSIGNMENT. Ncithn party shall assign, trinsfcq or convey this order. or any monies due or to become due hereunder without the prior written consent critic other party. 10. TITLE, The Seller warrants full, clear and unrestricted title to the Purchaser forall equipment materials, and items famished 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 Purchascr and its contractors of any Her from all liability and claims of any nature resulting from the performance ofsuch work. This release shall apply even in the event of full of negligence of the party released and shall extend to the directors, officers and employees Msich party. The Seiler', contractual obligations including warranty. shall not be deemed to be reduced, in any way. because such work is performed or caused to be performed by the Purchascr. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter. patent trademark or copyright. the Scllcr 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 prose¢% in connection with the contract. and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged in pay by reason ofsuch 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 good, 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 Purchascr the right to continue using said equipment or parts, replace the ,ssmrc with substantially equal but noninfringing equipment or modify it sit it becomes noninfringmg. 15.INSOLVENCY. If the Seller shall become insolvent or bnnkmpl, make an assignment for the benefit of creditors, appoint a receiver m trustee for any of the Sellers property or business. this order may fort Mvith he canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions ofterms used or the interpretation ofthe agreement and the rights of all fannies hereunder shall be constroed under and governed by the law, wf the State of Colnmdo, USA. The following Additional Conditions apply only in cases where the Seller is in perf rat work hereunder. including the services of Sellers Representativo(s), on the promises ofoahets. 17. SELLERS RESPONSIBILITY. The Seiler shall carry on said work nl Seller's own risk until the man, is fully completed and accepted, and shall, in case of any accident. do traction or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Scller's own expense and to the satisfaction of the Purchascr. When materials and equipment are 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 fumishcd 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 law, of the state in which the work is to be done The Scllcr 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 S300.006 for any one person. S500.000 for any one accident and property damage limit per accident of S400,000. The Seiler shall likewise require his contractors, if any. to provide for such compensation and insurance. Before any of the Seller, or his contractors employees shall do any work town the promises ofothers, the Seller shall furnish the Purchascr 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 cranny kind or nature whmsocver to persons or property caused by or resoli i ng from the exean ion ol'the work provided for in this purchase order or in connection hcrovi th. The Seller will rodeos i fy and hold harmless life Purchaser and any or all of the Purchasers officers. agents and employees from and against any and all claims losses. damages, c barges or expenses, whether direct or indirect and whether to persons or pmpcny to which the Purchaser may be put or subject by reason of any act. fiction, 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 ease any suit or Other Proceedings shall be brought against the Purchascr, 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 crony of his contractors or any of its Or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thcmof and to defend the same at the Scllcrs own expense, to pay any and all cats, charges, attorneys fees and other expenses. any and all judgments that may be incurred by or obtained against the Purchaser or tiny of its or their officers. agents or employees in such suits or other proceedings, and in case judgment or other licit be placed upon or obtained against the property f the Purchase,. or said panics in or as a resat ofsuch suits or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond m otherwise. The Scllcr and his contractors shall take all safety, precautions, fomish and install all guards naessnry for the prevention of accidents, comply with all laws and regulations with regard to srfety including, but without limitation, the Occupational Safety and Health Act of 1970 and all mles and regulations issued ptustanl fl creto. Revised 03/2010