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HomeMy WebLinkAbout460556 OPOWER - PURCHASE ORDER - 9111449PURCHASE ORDER PO Number Page City of PURCHASE 9111449 1 °f 2 `t Collins This number must appear on all invoices, packing slips and labels. Date: 03/1912012 Vendor: 460556 OPOWER 1515 N COURTHOUSE RD 8TH FLOOR ARLINGTON Virginia 22201 Ship To: ELECTRIC UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 03/10/2011 Buyer: OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price 2 Community Benchmarking-Q2 Thru Q4-2011-2012 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 Total Invoice Address: 73,000.00 $73,000.00 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Toms and Conditions Page 2 of 2 L COMMERCIAL DETAILS. Tax exemptions. Dy statute the City of Fort Collins i, exempt from state and local rasa. Our Exemption Number is 99-04562. Federal Excise Tax Exemption Certificate of Registry 846000587 is registered with the Collector of Internal Revenue. Denver. Colnecdo (Ref Colorado It Sciences 1973. Chapter 31-26. 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit. may be returned to you for credit and are not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS are subject to the City of Fran Collins inspection on arrival. I L NONWA IVER. Failure of the Purchaser to insist upon strict performance of the feints 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 breech. the acceptance of or payment for goods hereunder or approval of the design, shill not release the Seller of any of the is implies or obligations of this purchase order and shall not be deemed a waiver of any right of the Purchaser to insist upon strict performance hercefor any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted. as to any prior or subsequent default hereunder. nor shall any purfannnl om1 modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms hereof. Final Acceptance. Receipt of the mcmhandisc, services or equipment in response to this order can result in 12. ASSIGNM ENT OF ANTITRUST CLAIMS. authorised payment on the pan of the City of Fen Collins. Howceer, it is to he understood that FINAL Seller and the Purchaser mwgnize that in actual economic practice, overcharges resulting from antitntst ACCEPTANCE is dependent upon completion ofall applicable required inspection pmeedures. violations arc in fact borne by the Purehi sec Theretofore. for good erase and as consideration for executing this purchao, oiler, the Seller hereby assigns to the Purchaser any and all claims it may now hive or herce0cr Freight Terms. Shipments mast be F.O.H.. City of Fon Collins. 700 Wood St. Fen Collins, CO R0522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or cervices otherwisc .specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased tar 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 mums Gemrcrs have distributing points in various pans of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective Foods by a dote to be served 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 Seller thcrcaMr indicates its inability or unwillingness to comply. the Pur l;e cr shipments arc made from greater distance. 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. Permits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable Imes, mpilations. ordinances and wales of the state, municipality. territory or political suMliv kien where the work is performed, or required by nay other duly constituted public authority having jurisdiction over the work of vender. Seller further forces to hold the City of Fen Collins harmless form and against all liability and loss incurred by them by reason of an asserted or established yinlation of any such laws, regulations, ordinances, rules and requirements. Anthorizatien. All panics to this contract agree that the rcpresenntives are, in fact. bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order ceprcc ly limit% acceptance to the terms and conditions .stated herein ,cc forth and any supplementary or additional terms and conditions annexed herein of incorporated herein by refcrconc. Any additional or different tans and conditions proposed by seller arc objected found 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 rf the essence. Delivery and performance must be effected within the time slated on the purchase order and the dueumenl attached hereto. No acts of the Purchn,ers including, without limitatinn, acceptnnce ofpanial 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 ofplacing this order elsewhere and holding the Seller liable for damages. However. the Seller shall not be liable for damages is a result of delays due to causes net reasonably foreseeable which are beyond its reasonable control and without its fault of negligence. such act, of God, acts of civil or militaryauthorilica, governmental priontics. fires.strikes need. epidemics ,sine or rims 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 ofthc delay. 3. WARRANTY. The Seller w'aroi 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 purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for wok 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 Sellers breach ofwarranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one it) year or within such brags, period of time as may he prescribed by law or by the terms deny applicable warranty provided by the Seller iAcr the date of acceptance of the goods famished hereunder (.acceptance not to he unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Scllcr. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this wamnty. Except as otherwise Provided in this purchase aide,, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the focgning ours ics tar gunnntcc%, but such liability shall in ran went include less of profits or Ire, of use NO IMPLIED WARRANTY OR MERC1IANTAnILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal means by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the tans, other than legal tans, including additions to or deletions fmm the quantities originally ordered in the specifications or drawings, by turbot or w,lure change order. If any such change affects the amount due or the lime 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 poniens of the goods then not shipped. subject to any tynitable adjustment between the panics as to any work or materials then in pmorcss pmvidcd that the Purchaser shall net be liable for any claims for anticipated Proms 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 Ire the Sellers standard stock. No such mrmination shall relieve the Purchaser or the Seller of any of their obligations es to any goods dole cred hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) day, from the date the change or termination is ordered. R. COMPLIANCE WITH LAW. The Seller wamnty that all goods sold hereunder shall have been produced, sniff, delivered and furnished in strict compliance with all applicable laws and mealotions to which the grads are subject. The Seller shall execute and deliver sinch documents ors may be required to effect or evidence compliance. All laws and regulations required to be incmulnmted in agreements of this chameter 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 Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign. transfer. or convoy this order, or any monies due or to become due hereunder without the prionwritten consent of the other poly. 10. TITLE. The Seller wa eat, full, clear and unrestricted title to the Pu¢hnscr for all 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 tuhcm. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any rotor, resulting from the perfrrmarec ofsach work. This release shall apply tarn in the event of fault of negligence of the party released and shall extend to the directors, officers mud anployees of such patty. The Sellers contractual obligations, including warn shall not be deemed to be reduced, in any way, because such work is preformed or caused to he performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or Fatness eoernl by letter, patent. Trademark or copyright, the Seller shall indemnify and save broadest; the Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the enntrai and shall indcmnify the Purchaser for ray cost, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or aner the completion of the won , In case said equipment, or any pan Ihercnf or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or pan is enquired, the Seller shill, at its own expense and al its option, either procure for the Purchaser the right m continue using said equipment or pans, replace the same with substantially equal but noninfringing equipment, or modify it sr it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the hermfit of creditors, appoint a receiver or me ce for any of the Seller, property or business, this order may forthwith be canceled by the Pureha,cr without liability. 16. GOVERNING LAW. The definition, aftemn used relic interpretation ofthc agreement and the rights cfall panics hereunder shall be construed under and governed by the lases ofthc State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the services rf Scllcrs Representativc(.$), on the premises m'othcrs. 17. SELLERS RESPONSIBILITY. The Stiller .shall carry on said work at Scllcrf own risk until the sane is fully completed and accepted, and shall, in ease of arty accident, deslmedon or injury to the work and/or materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisffetlon of the Purchaser. When materiakc and equipment roc furnished by others for installation or erection by the Seller, the Seller shall receive, nnlord, store and handle same at the site and become resprosible therefor as though such materials and/or equipment were being Furnished by the Scllcr under the ender. 19. INSURANCE:. The Seller shall, at his own cxPensc, pfevide for the payment of ecrkers compensation, including occupational disease benefit, to its employees employed on or in connection with the work covered by this purchase under. and/or to their dependents in accordance with the laws ofthe state in which the work is to be done. The Seller shall also catty comprehensive general liability including, but not limited tn. contractual and automobile public liability insurance .with bodily injury and death limits of at ]cast S300.000 for any one person, S500,010 for any one accident and property damage limit per accident of S400,I100. The Seller shall likewise regairc his contractors. if any, to provide for such compensation and insurance Before any of the Sellers or his contractors employees shall do any stork upon the premises ofrthers, the Seller shall furnish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shill specify the date when such compensation and inmrnnce have been provided. Such certificates shill specify the dote when such compensation ,and insurance expins.'fhe Seller agrees that such compens Ilion and insurance shall he maintained until their the entire stork is complded and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES, The Seller hcrchy assmces the entire rcxpnnsibility and liability for any and all damage, loss or injury ofany kind or nature whosecvcr to persons tar property, caused by or resulting From the execution of the work provided for in this purchase order or in connection herewith. The Seller will indcmnify and hold harmlcc the Purchaser 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 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 Scllcr, any of his contreclors, or any of the Scllcrs or contractors officers, ngcnts or employees, In case any suit or other pmecedings shall be brought against the Purchaser, or its officers, agents re emplovees at any time on account or by reason of any act, actin, neglect, omission or default fifths, Seller of any of his contractors or any of its or their officers. agents or ,mployccs as aforesaid. the Seller hereby agrees to assume the defense thereof tad 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 incurred by or obtained against the Purchaser or any of its or their officers. agent, or employees in such suit or other proceedings and in case judgment or other lien he placed upon or obtained against the property of the Purchaser, or said panics in or as a result of such snits mother proceedings. the Scllcr will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller 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 Ilcalth Act of 1970 and all miss and regulations issued pursuant thetoto. Revised 03/2010