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HomeMy WebLinkAbout399052 ENERGY LOGIC - PURCHASE ORDER - 9116069of Fort Collins Date: 10117/2011 Vendor: 399052 ENERGY LOGIC INC PO BOX N BERTHOUD Colorado 80513 PURCHASE ORDER PO Number Page 9110069 1of2 This number must appear on all invoices, packing slips and labels: Ship To: ELECTRIC UTILITIES CITY OF FORT COLLINS 700 WOOD $T FORT COLLINS Colorad6-80521 Delivery Date: 10/17/2011 Buyer:,, OPAL DICK Note: Line Description Quantity. UOM Unit Price' Extended Ordered Price Building Code Training Service contract dated 10/3/11 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unlesseigned by James B. O'Neill 11, 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 1 LOT EA 24,639.00 Total $24,636.00 Invoice Address: 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. Tee exemptions. By summe the City of Fort Collins it exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. j 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 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, Deaver. Colorado (Ref. Colorado Revised Statutes 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 breach, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to men specifications, either when shipped or due 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 resumed to you for credit and are not to be replaced except upon receipt of written Purchaser to insist upon strict performance herd for any ofits rights or remedies as to any such goods• regardless instructions from the City of Fan Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder,. nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terns 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 pan of the City of Fort Collins. However, it is to be understood that FINAL Sella and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures, violations are in fan home by the Purchaser. Theretofore, for good cause and as consideration fur executing this purchase order. the Sella hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Tarns. Shipments must be F.O.B., City of Fort Collins, 700 Woad St., Fen Collins, CO 80522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods a 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 far packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipman Distance. Where manufacturers have distributing points in various par of the country, shipment is If the Purchaser directs the Sella to correct nonconforming or defective goods by a data to be 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 Sella thereafter indicates its inability a unwillingness to comply, the Purchaser shipments are made from grealer,distance. may cause the work to be y performed by the most expeditious means available to it, and the Seller shall pay all creme e<eirierM wi<F n,rF o,.,.4 Permits. Seller shall procure et sellers sole cost ell necessary permits, certificates and licenses required by all applicable laws, regulations• ordinances and rules of the state, municipality• territory a political subdivision where the work is performed, err required by any other duly constituted public authority having jurisdiction over the work of vendor. Sella further agrees to hold the City of Fort Collins harmless firm and against all liability and loss incurred by than by reason of" asserted or established violation of any such laws, regulations, ordinances, rules 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 said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions sumd herein set forth and any supplementary, or additional terms and conditions annexed hereto or Incoryomted herein by refcradc. Any additional ar different tarns 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 nerve on your promised delivery date as noted. Time is of the essence. Delivery and performance most be effected within the time stated' on the purchase order and the documents attached hereto. No nets of the Purchasers including, without limitation, acceptance of partial 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 of placing this order elsewhere and holding the Seller liable for damages. However, the Sella shall not be liable for damages as a result of delays due to cages not reasonably foreseeable which an beyond its reasonable cannot and without its fault of negligence, such acts of God, acts ofcivil 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 be extended for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller warrants that all goods, strides, materials and work covered by this order will conform with applicable drawings, specifications, rumples 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 Sella agrees to hold the purchaser harmless from any loan, damage or expense which the Purchaser may suffer or incur on account of the Sellers bicach of warranty. 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 terms of any applicable warranty provided by the Seller after the date of acceptance of the goods finnished 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 consfNte a waiver of any claim under this warranty. Except as otherwise provided in this purchase oiler, the Sellers liability hereunder 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 ofprofits or loss ofuse. 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 tarns, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verb.] or written change order. If any such change affects the amount due or the time ofperformance 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 err materials then in progress provided that the Purchaser shall not be liable for any claims fur 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 Sella with respect to any goods which are the Sellers standard stock No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any goods 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. 8. COMPLIANCE WITH LAW. The Sella 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 goods are subject. The Sella shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulations required to be incorporated in agreemen s of this character are 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 Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, transfer. or convey this order, or any manias due or to become due bacunder without the prim written consent of the other parry. 10. TITLE. The Sella 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 and claims of others. The Sella shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performance of sucb 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 of such party. The Sellers ornamental obligations, including warvvry, shall not be deemed to be reduced• in any way, because such work is performed or caused to be performed by the Purchases. 14. PATENTS. Whenever the Seller is required to use any design, device• material or process covered by Jena, patent, trademark or copyright, the Sella shall indemnify and save harmless the Purchaser from any and all claims fur 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 cost, 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 of the work. In case mid equipment, or My pan thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of mid equipment or pan is enjoined, the Seller shall, at its own expense and at its option, either procure fm the Purchaser the right to continue using mid equipment or par, replace the same 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 a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terns used or the interpretation of the agreement and the rights of all parties hcrcunda 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 Representative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on mid 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 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 Sella shall receive, unload, store and handle same at the site and become responsible therefor es though such materials and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The Sella shall, at his own expense, provide fa 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 stoic in which the work is to be done. The Seller shall also tarty comprehensive general liability including, but ram limited to, contractual and emorrobile public liability insumnce with bodily injury and death limits of at least S300,000 fa any one person, $50 ,000 for any one accident and property damage limit per accident of S400,000. The Seller shall likewise require his contractors, if any, to pmvide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises of others, the Seller shall furnish the Purchaser with a certificate that such compensation and insumnce 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 cadre 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 of the work provided for in this purchase order a in connection herewith. The Sella will indemnify and hold harmless the Purchaser and any or all of the Pumbamrs Officers, agents and employees from and against any and ell claims, lasses, damages, charges err expenses whether direr or indirect and whether to persons or property to which the Purchaser may be put or subject by reason of any act, action, neglect, omission or default on the pan of the Sella. 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 Purchases, or its Officals, agents or employees at any time on account at by reason of any ad, action, neglect, omission or default of the Seller of any of his contractors or any of its or their effects, agents or employees as aforesaid the Sella hereby agrees to assume the defense thereof and to defend the more at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses, any and all judgments that may be incurred 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 of the Purchaser, or mid parties in or as a result 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 Sella and his contractors 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 limitation, the Occupational Safety and Health Ad of 1970 and all roles and regulations issued pursuant thereto. Revised 0312010 :i r