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HomeMy WebLinkAbout399052 ENERGY LOGIC INC - PURCHASE ORDER - 9120331City of Fort Collins Date: 01/23/2012 Vendor: 399052 ENERGY LOGIC INC PO BOX N BERTHOUD Colorado 80513 PURCHASE ORDER PO Number Page 9120331 t of 2 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: 01/21/2012 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 Efficiency Audits Home Efficiency Program 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 Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax:970-221-6707 Email:purchasing@fcgov.com 1 LOT EA 152.350.00 Total $152,350.00 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. Tax exemptions. B_v statute the City of Fort Collins is exempt firm state and local taxes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 94-60005S7 is registered with the Collector of Internal Revenue. Denver, Colondo (Ref Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). Goads Rejected. GOODS REJECTED due to failure in meet specifications, citha when shipped or due to defects of damage in transit, may be recurred to you far credit and am not to he replaced except upon receipt of written instructions fmm the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on arrival 11. NONWAIVER. Failure of the Purchaser to insist upon strict Mficmance of the texts and conditions hereof. failure or delay to exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event of a breach, the acceptance ofor payment for goods hereunder or approval ofthe design, shall net release the Seller of any of the wamnties or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict peromancc hcrenfor any of its rights or remedies as to anv such goods, regardless of when shipped, received or accepted, as in any prior or subsequent default hereunder, nor shall any purponed uml modifiention or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms hemcf. Final Acceptance. Receipt of the merchandim, services or equipment in msponsc to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAI MS. authorized payment on the pan of the City of Fun Collins. ❑mweve6 it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from animist ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations are in fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase enter, the Seller hereby assigns to the Purchaser any and all claims it troy now, have or hereafter Freight Tcros. Shipments must be F.O.B., City of Fort Collins. 700 Wood St.. Fort Collins, CO R0522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services othcmvisc 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 Nrs manufacrchave 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 destination. and excess freight will be deducted fmm Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingnm to comply, the Purchaser shipments are made fmm greater distance. may cans, the work to be perfomed by the most expeditions means available to it, and the Seller shall pay all costs associated with such work. Permits. Seller shall presence at sellers sole cat all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and mles of the sate. municipality, territory or political subdivision where the work is performed, or inquired by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fort Collins hamles from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances mles 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 s id parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance m the terms and conditions .stated herein set forth and any supplementary or additional Isms and conditions annexed hereto or incorporated herein by reference Any additional or different corms and conditions proposed by seller are objected to and hachy rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete .shipment to arrive oa your premised delivery date as noted. Time is ofthe essence. Delivery and performance most be effected within the time stated an the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance offertial late deliveries, shall operate as a waiver of this provision. In the event of any delay. the Purchaser shall have, in addition to ether legal and equitable remedies, the option ofplacing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays due to causes not reasonably fomseeable which an beyond its masanablc control and without its fault of negligence. such acts of Gad, acts uncivil or military authorities, govcmmcntal priorities, foes, strikes. Rased, epidemics, wnrs or riots pmvided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Seller fast 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 ofthc delay. 3, WARRANTY. The Seller warrants 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 parposes intended, and paformed 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 purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Scllcrs breach 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 maybe prescribed bylaw or by the toms of any applicable wamnty provided by the Seller after the date of acceptance of the grads famished bacunder (acceptance not to be unreasonably delayed), resulting front imperfecl 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 unda this wamnty. Except as othemvise provided in this purchase order. the Scllcrs liability hereunder shall extend to all damages proximately caused by the breach ofany of the foregoing ...tics or guarantees, but such liability shall in no event include loss of pmfits or loss of usc. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to kcal terns by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the tems, other than legal terms, including additions to or deletions fmm the quamiticc originally ordered in the spccificatiorw or drawings, by verbal or written change order. If any such change affects the amunt due or the time of perfomancc hereunder. an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, teminatc 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 pmgres provided that the Purchases 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 arc the Sellers standard stock. No such tenti nation shall relieve the Purchaser or the Seller of any of their obligations as to any goods dcl ivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days fmm the date the change or I,rmination is ordered. R. COMPLIANCE WITH LAW. The Seller wamnts that all goads sold hereunder shall have been produced, sold, delivered and furnished in stricl compliance with all applicable laws and regulations to which the goods arc 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 hacby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless firma all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply 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 ofthc other party. 10. TITLE. The Seller wamnts full, clear and unrestricted title to the Pumhnser for all equipment. materials, and items fumishcd in Performance of this agreement, fine and clear of any and all liens, restrictions, reservations, security interest eneumbmnees and claims of others. The Seller shall release the Pumhascr and its contractors of any tier fmm all liability and claims of any nature resulting from the performance ofsoch work. This release shall apply even in the event of fault of negligence of the parry released and shall extend to the directors, officers and employees of such party. The Seller's contractual obligations, including wamnty, shall not be deemed to be reduced, in any way, because such work is performed or caused to be perfomied by the Pumhnser. 14. PATENTS. Whenever the Seller is required to use tiny design, device, material or pmccss covered by letter, patent, trademark or copyright, the Seller shall indemnify and save hnmles the Purchaser farm any and all claims for infringement by reason of the use of such patented design, device, material or pmccss in connection with the contract. and shall indemnify the Purchaser for any cost, expense at damage which it may be obliged to pay by reason ofsoch infringement at any time during the pv,sccation or aficr the completion ofthe work. In case said cgaipnim3, or any pan thereof or the intended use of the goods, is in such suit held to constitute infiingcmcnt and the use of .said equipment or par 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 substantially equal but noninfringing equipment, or modify it so it hmomcs nnnin(ringing. I5. 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 terms used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be consumed under and governed by the laws ofthc State of Colondo, USA. The following Additional Conditions apply only in cases where the Seller is to perform wink hcreunda, including the services of Scllcrs RcIumsentative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Sellershall carry on said work at Sc11ces man 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 Scllci's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are finished 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. 19. 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, contractied and automobile public liability insurance with bodily injury and demh limit of rat least S3ou.000 for anyone person, $500,000 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 insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises of otbcrs, the Setter shall furnish the Pnmhaser with a certificate that such compensation and insumncc have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such eanifieates shall specify the date when such compensation and insurance expires The Seller agrees that such compenntien and insurance shall be maintained anvil oficr the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and linbility for any and all damage. to t or injury ofnny kind or nature whatsoever to Perseus or pmNrry caused by err mxulting fmm the execution of the work provided far in this purchase order or in connection herewith. The Seller will indemnify and hold hamlet the Purchaser and any or all of the Purchasers on-ecm, agents and cmplovees fmm and against any and all claims, losses. damages, charges or expenses, whether direct or indirect. and whether to persons or pmperty to which the Pumhnser may be put or subject by reason of any act, action, neglect, omission or default on the pan of the Seller, any of his contactors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other pmeccdings 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 o@cars, agents or employees as afire- aid, the Seller hereby agrees to assume the defense thereof and to defend the same m the Sellers own expense, to pay any and all costs, charges, anomeys fees and other expenses, any and all judgments that may he incurred by or oht.i.cd against the Purchaser or any of its or their officers, agents or employees in such suits or other pmeccdings, and in case judgment or other lien be placed upon or ahmined against the property ofthe Purchase,. or said parties in cr as a result of such suits or other pmecedings, the Seiler will at note cause the same to be dissolved and discharged by giving bond or mhcmise. The Seller and his contractors shall take all safety precautions, furnish and install all guards nacssery for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, the Occupational Safety and Hcalth Act of 1970 and all ndes and regulations isucd pursuant thereto. Revised WJ2010