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HomeMy WebLinkAbout477823 ROY ADAMS - PURCHASE ORDER - 9122436Fort Collins Date: 04/26/2012 Vendor: 477823 ROY ADAMS 1008 SUNSET AVE FORT COLLINS Colorado 80521 PURCHASE ORDER PO Number Page 9122436 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: 04/26/2012 Buyer: OPAL DICK Note: Line Description Quantity UOM / Unit Price Extended Ordered Price Photovoltaic System Rebate 1 LOT LS" 5,640.00 v City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill ll, 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 Total $5,640.00 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 I. COMMERCIAL DETAILS. Tax exemptions. By stannic the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-01502. Federal Excise Tax Exemption Certificate of Registry 84-6(W587 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, Denver, Colorado (Ref. Colorado Revised Stamcs 1973. Chapter 39-26. 114 (a). exercise any rights or remedies provided hcrcin or by law, failure to promptly notify the Seller in the event of a breach, the acceptance afor payment for goods hereunder or approval ofthe design, shall not release the Seller of Goods Rejected. GOODS REIECTED due to failure to meet specificaticaw. either ,her shipped or due to defects of any of the wam, ntics or obligations of this purchase order and shall not be deemed n aniver of any right of the damage in Ransil. may be rcnnmed to you for credit and am not to be replaced except upon receipt of written purchaser to insist upon strict performance hcreofor any of its rights or remedies as to any such goods, regardless instruction from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hcre .,der, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate a a waiver of any of the terms Inspection. GOODS am sahcet to the City effort 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 part of the City of Fort Collins. However. it is to be understood that FINAL Seller 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 fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser arm aad all claims it may now have it hereafter Freight Terms. Shipments most be F.O.B., City of Fort Collins 700 Wood St.. Fort Collins, CO 90522, unless acquired under federal or state antitrust Imes for such overcharges relating to the particular goods or services otherwise specified on this order, If pemission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill .,or accompany invoice. Addition.,] charges for packing will not be accepted. Shipment Distance. Where marallcmrcrs have distributing points in various pans of the country, shipment is expected front the nearest distribution point to destination, and excess freight will be dalucted from Invoice when shipments arc made from Bremer distance. Pemits. Seller shall procure at sellers mile cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and rates of the state. municipality, modicum or political subdivision where the work is perfomed, or required by any other duly constituted public authority having jurisdiction over the mark of vendor. Seller father 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 taws, regulations, ordinances, roles and requirements. Authorization. All panics to this concoct agree that the representatives are. in fact, bona Ode aad possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the Terms and conditions stated hcrcin set fomh and any supplementary or additional tans and conditions annexed hereto or incorporated hcrcin by reference. Any additional or different tents and conditions proposed by seller am objected to and hereby rejected. 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 as a waiver of this provision. In the event of my delay, the Pnrchascr 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 Setter shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond its miserable central nod without its fault of negligence, such acts ofG sL acts ofcivil or military authorities, governmental priordics Ores, strikes, need, epidemics, wars or riots provided but notice of the conditions caosine such delay is given to the Purchaser within five (5) days of the time when the Seller first received knmicdgc thereof. In the event ofany such delay, the date of delivery shalt be estcndcd for the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller womnts that all goods, articles, materials and work covered by this order will conform ,ith applicable dawinip. specifications, samples and/or other descriptions given, will he fit for the purpuses intended, aad Performed 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 Sellers breach of wamnty. The Seller shall replace, repair or make good, without con to the purchaser, any defects or faults arising within one (1) year of within such longer period of time as may he pmseribed by law or by the terms ofany applicable wamnty provided by the Seller after the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect ar defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany claim under this warranty. Except as otherwise pmvided in this purchase aide,, the Sellers liability hereunder shalt extend to act damages proximately canned by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss cfpmfits or loss of ose. 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 writer change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the occurs. other than legal terms, including additions to or deletions from the quantities originally ardemd in the specifications or drawings, by verbal Or written change order. If any such change affects the amount due or the time of perfomanee hereunder, an equitable adjustment .shall be made. fi. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement as to tiny or all portions of the good then not shipped, subject to any equitable adjustment between the panics as toany work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated Prefix on the uncompleted portion of the Stands 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 are the Sellers standard stock. No such termination shall relieve the Purchaseer or the Seller ofany oftheir obligations as to any grad 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. g. COMPLIANCE WITH LAW. The Seller warm. ant that all goods sold hereunder shall have been produced. sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods arc subject. The Seller shall execute and deliver such documents as may be requited to effect or evidence compliance. All laws and regulations required to be incorporated in agreements 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 party shall assign, transfer, or convey this order, or any monies due or to become dare hereunder without the priorwrinen consent ofthe other parry. 10. TITLE, The Seller warrants full, clear and unrestricted title to the Purchaser far all equipment materials, and items famished in perWrmanee of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrances and claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Scllcr, in correct nonconforming or defective goods her date to he agreed upon by the Purchaser and the Seller,and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may cause the work to he performed by the most expeditious means available to it and the Seller shall pay all costs ossncimcd with such work. The Seller shall release the Purchaser and its contactors of any tier from all liability and claims of any nature resulting from the perfomanee ofsuch work. This rcicae shall apply even in the event of fault of negligence of the party released and shall extend to the directors, olBccrsond employees ofsuch parry. The Scller's contractual obligations, including wamnty, shall not be deemed to be reduced, 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 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 contract, and shall indemnify the Purchaser for any cost. expenac 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 said equipment, or any pan Ihcie for the intended use of the goods, is in such suit held to constitute infringement and the use of said cquipmcm or part is enjoined, the Seller shall. at its own expense and at its option, either procure for the Purchaser the right to continue using mid equipment or parts replace the same with substantially equal but nnninfringing equipment, Or modify it so it becomes nnninfringing. 15. INSOLVENCY. If the Scllcr shall become insolvent or bankmpn make an assignment for the benc Ot of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith he canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation ofthe agreement and the rights ofnll panics hereunder 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 scniecs of Scllcrs Representative(s), on the premises efothcrs. 17. SELLERS RESPONSIBILITY. The Seller shall came on said ,ark at Scllcrs own risk until the same is fully completed and accepted, and shall. in case ofany metrical, destruction or injury to the work and/or materials before Scllm's final completion and acceptance, complete the work at Sellers oven expense and to the satisfaction of the Pmchaer. When materials and equipment arc famished by others fur 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 furnished by the Seller under the order. 19. INSURANCE. The Seller shall, at his oven expcnsc, provide for the payment of workers compensation, including occupational disease bcacfns, to its cmployccs 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 rate in which the work is m be done. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance .with bodily injury and death limits ofat least $300,000 for any are 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 ofothers, the Seller shall famish the Purchaser with a ccnifieate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have heen provided. Such certificates shall specify the date when such eanmenmtion and insurance expires. The Seller agrees that such compensation and insurance shall be maintained until a0er the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hembe aasnmcs the entire responsibility and liability far 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 or in connection herewith. The Seller will indemnify and hold harmless 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 pmpcny 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 contractors, or any of the Sellers or contractors officers. agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at any time on account or by reason ofany act, action, neglect, omission or default of the Seller ofany of his contractors or any of its or their oTcers, agents or employees as aforesaid the Seller hereby agrees to assume the defense thereof and to defend the same nl the Sellers own cxpcose, to pay any and all costs, charges, anomcys 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 he placed upon or obtained against the property of the Purchaser, or said panics in or as a result of such suits or other poceedings, the Seller will at once cause the snore to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, famish 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 Act of 1970 and all roles and regulations issued pursuant thereto. Revised 0312010