HomeMy WebLinkAbout481239 COLORADO CLEAN ENERGY CLUSTER - PURCHASE ORDER - 9120852PURCHASE ORDER PO Number Page
City OfCollins
��� 9120852 ' of z
F6r} Coll I n �+ This number must appear
,�-J`-' ` ` J on all invoices, packing
slips and labels.
Date: 02/09/2012
Vendor: 481239
COLORADO CLEAN ENERGY CLUSTER
C/O BRENDLE GROUP
212 W MULBERRY ST
FORT COLLINS Colorado 80521
Ship To: CITY MANAGER
CITY OF FORT COLLINS
300 LAPORTE AVE
CITY HALL WEST - 1ST FLOOR
FORT COLLINS Colorado 80521
Delivery Date: 02/09/2012 Buyer: JAMES O'NEILL
Note:
Line Description Quantity UOM Unit Price Extended
Ordered Price
1 2012 Funding Pledge
Per scope of work 2/l/12
1 LOT LS
25,000.00
Total $25,000.00
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 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
98-0H502. Federal Excise Tax Exemption Certificate of Registry 84-600,0587 is registered with the Collector of
Internal Revenue. Demeu Colorado (Ref Colorado Revised Statutes 1073. Chapter 39-26. 114 (a),
Goods Rejected. GOODS REJECTED due to failure in meet specifications, either when shipped or due to defects of
damage in transit. may be remained to you for credit and arc not to be replaced except upon receipt Of write.
instructions from the City of Fort Collins.
Inspection. GOODS arc subject to the City of Fart Collins inspection on arrival.
11. NONWAIVER.
Failure of the Purchaser to insist upon strict performance of the teams and conditions hereof, failure or delay to
exercise any rights or remedies provided herein Or by Imv, fnilurc to grumpily notify the Seller in the event of a
breach, the acceptance ofor payment for goods he,emdcr or approval ofthe design, shall not release the Seller of
any ofthe wamnn. or Obligations of this pnrchasc order and shall not be deemed a ",river crafty right of the
purchaser to insist upon strict performance hereaforany of its rights or remedies fur to any such goods, regardless
of when shipped. received or accepted, as In any prior or subsequent default hereunder, nor shall any purported
oal modification or rescission of this purchase enter by the Purchaser ogcntc as n waiver of any of the tans
hererrE
Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS.
authn :,rd 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 cconamic practice. overcharges resulting from antitrust
ACCEPTANCE is dependent upon completion ofall applicable required inspection proeedams, vinhilion, arc in fact bums by the Purchaser. Theretofore. for gad cause and as consideration for "venting this
purchase order, the Seller hereby assigns in the Purchaser any and all claims it may now have or hereafter
Freight Terms. Shipments most be F.O.N., City of Fort Collins, 7M1 Wood St., Fort Collins. CO 50522. Oaks, acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services
otherwise specified on this order. If perrnissian is given to prepay freight and charge separately, the Original freight purchased or acgniml by the Purchaser porsatant to this pnrchasc order.
bill must accompany invoice. Addition,,] 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 Ifthc Purchaser direct the Seller incorrect nonconforming ur 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 from Invoice when Puchascr and the Scllcr, and the Seller immune, indicates its inability or unwillingness, to comply, the Purchaser
shipments are made from greater distance. may cause the work to be performed by the must expeditious means available to it, and the Seller shall pay all
costs nowcimcd with such wmk.
Permits. Seller shall procure at sellers mle cost all necessary remit. certificates and licenses required by all
applicable laws, 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 ever the work
of vendor. Seller further agrees to hold the City of Fort Collins hamlets from and against all liability and loss
incurred by them by reason craft asserted or established violation crony such laws, regulations. ordinances. mles
and requirement.
Authomation. 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 stated
herein rat forth and any supplementary or additional teams and conditions annexed hacto or incorporated herein by
reference. Any additional or di Recent terms and conditions proposed by seller arc objected to and hereby reiected.
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 he effected within the time
stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without
limitation, acceptance of -partial late deliveries, shall operate is a waiver of this provision. In the event ofanv dr1w,
the Purchaser shall have, in addition to other legal and equitable rcmcdics. the option nfplacing this order elsewhere
and holding the Seller liable for damages. However. the Scllcr shall not be liable for damages as a result of delays
due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence.
such acts of God, acts ofeivil or military anthnritics. governmental priorities, fires, strikes. food, epidemics, wars or
riots provided that notice M the conditions causing such delay is given to the Purchascr within five (5) days ofthe
time when the Seller fst 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 Into by reason offl a delay.
3. WARRANTY.
The Seller warrants that all goods. articles, materials and work covered by this coder 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 purchaser harmless from any loss, damage or expense which the
Purchaser may suffer or incur on account ofthe Sellers breach of wamnty. The Scllcr shall replace, repair or make
good. without cost to the purchaser, any defects or faults arising within one (1) year or within such longer reriod of
time as may be prescribed by law or by the terms crony applicable warranty provided by the Seller after the date Of
acceptance ofthe good famished hereunder (accepanee not to be unreasonably delayed), reselling from imperfect
or defective work done Or materials furnished by the Seller. Acceptance at use of good by the Purchaser shall not
constitute a waiver of any claim under this warranty. Except as otherwise provided in this purchase order. the Scllcr
liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wamntics
or goamatecs, but such liability shall in no event include loss of profits or loss cruse, NO IMPLIED WARRANTY
OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALT. 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 teams, other than legal tans, including additions to or deletions from
the quantities originally ordered in the specifications or drawings, by verbal or orinen change order. If any such
chance affects the amount due or the time ofperformance hereunder, an equitable adjustment shall be made.
6. TERMINATIONS.
The Purchaser may at any time by vs'rf0en change order, terminate this agreement as to any or all portions of the
good 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 Or be liable for any claims for anticipated profit on the uncompleted
portion of the goods and/or wmk, for incidental or consequential damages, and that no such adjustment be made in
favor ofthe Seller with respee to any goods which arc the Scllcrs standard stuck. No such termination shall relies
the Purchaser Or the Seller crafty ofthcir obligations as to any goods delivered hereunder.
7. CLAIMS FOR ADJUSTMENT.
Any claim for adjustment must be asserted within thirty (30) days form the date the change or termination is
ordered.
S. 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 Imes and regulations to which the goods arc subject. The Seller shall execute and
deliver such documents as may he 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 fmm all costs and damages suffered by the Purchaser as a result ofthe
Sellers failure to comply with such la".
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 of the other parry.
10. TITLE.
The Scllcr wamnts full, clear aid unrestricted title to the Punhascr for all equipment materials, mid items furnished
in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest
encumbrances and claims of mhos,
The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature
resulting (mat the performance ofsuch work.
This release shall apply even in the event of fault of negligence of the party released and shall extend to the
directors, oRces and employees ofsuch party.
The Scllcr's contractual obligations, including wamnty, shall not be deemed to be reduml, in any way. because
such work is performed or caused to be performed by the Purchaser.
14. PATENTS.
Whenever the Seller is required to use any design, device, material or process covered by letter, patent, trademark
or copyright, the Seller shall indemnify and save harmless the Purchascr from 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 tiny cost, expense or damage which it may be obliged to pay by reason fsuch
infringement at any time during the prosecution or alter the completion M the work, In case said equipment. Or
any part thereof or the intended use of the groats• is in such snit held to constitute infringement and the use of
said equipment or rare 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 parts, replace the same with substantially equal but
noninfringing equipment, or modify it so it h¢unics anninfringing.
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 toms used or the interpretation of the agreement and the rights ofall panics hereunder shall be
construed under and governed by the Imes ofthe 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 Rcrrtsenal ivcfs). on the premises of mhos.
17. SELLERS RESPONSIBILITY.
The Seller shall cam on said work at Sellers own risk until the sums is fully completed and accepted, and shall.
in case of any accident &caseation or injury to the work andfor materials before Seller's final completion and
acceptance, complete the work at Seller's non expense and to the satisfaction of the Purchaser. When materials
and equipment arc famished by others for installation or crcclion by the Seller. the Seller shall receive animal.
store and handle came at the site acid become respoa,lhlc therefor a, though such materials and/or cgaipmcnt
were being famished by the Seller under the order.
19. INSURANCE.
The Seller shall. at his no 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 sate in which the work is to he done. The Seller
shall also carry comprehensive general liability including, but net limited to, contractual and automobile public
liability insurance with bodily injury and death limits of m least 5300.006 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 insurance. Before any of the Sellers or his contractors
empluvocs shall do any work upon the premises ofothem, the Seller shall famish the Purchaser with a certificate
that such compensation and insurance have been pmvidcd. Such certificates shall specify the date when such
compensation and insurance have been provided. Stich ecnifewcs shall specify the date when such compensation
and insurance expires. The Seller it that such contpcnsation fund insurance shall be maintained until ancr 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 whatsoever to persons Or Progem, caused by or resulting fmm the escculi.n Of the work r nvided for in
this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchascr and any
or all of the Purchasers oRteem. agents and employees fmm and against arty and all claims, losses damages.
charges or expenses, whether direct or indirect, and whether to persons or rruper y to schieh the Purchaser may
be put or subject by reason of any act. action, neglect, emission or default on the pan of the Seller, any of his
contractors or any of the Sellers or contractors officers, agents or employees In case any snit or other
p Gavin ings shall be brought against the Purchaser, or its offices, agents of employees at any time on nccinan or
by reason of any act, action, neglect, omissinn or ddnnit of the Seller crafty of his contractors or any of its or
their Officers, agents or employees as aroresaid. the Scllcr hereby agrees to assnnm the decase thereof and to
defend the same it 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 Purchascr or any of its or their officers.
agents or employees in such snits or other proceedings, fund in case judgment or other lien be placed upon or
obtained against the property of the Purchascr, or said Parties in or as a result of such suits or other proceedings.
the Seller will at once cause the same to he dissolved and discharged by giving bond or otherwise. The Seller and
his contract.,, shall take all safety p.rutinns, furnish and install all gnnrds necessary for the prevention of
accidents, eonirly with all Imes and regulations with regard to safety including, but without limitation, the
Occupational Safety and Health Act of 1970 and all rocs and regulations issued pursuant thereto.
Revised 03/2010