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HomeMy WebLinkAbout460556 OPOWER - PURCHASE ORDER - 9123033PURCHASE ORDER PO Number Page City of PURCHASE 123033 1 of z �+ This number must appear Fort Collins( v /-!`'\` on all invoices, packing slips and labels. Date: 05/23/2012 Vendor: 460556 Ship To: ELECTRIC UTILITIES OPOWER CITY OF FORT COLLINS 1515 N COURTHOUSE RD 8TH FLOOR 700 WOOD ST ARLINGTON Virginia 22201 FORT COLLINS Colorado 80521 Delivery Date: 05/23/2012 Buyer: OPAL DICK Note: Line Description Quantity Ordered UOM Unit Price Extended Price Community Benchmarking 1 LOT LS 25,000.00 Final Quarter 2012- PO 9111449 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 Total Invoice Address: $25,000.00 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. By statute the City of Fort Collins is exempt from state and Inca) trues. Our Exemption Number is 11. NONWAI VER. 99-00502. Federal Excise Tax Exemption Cenifieate of Registry 84-6000557 is rc,i,tc,vd with the Collector of Failurc of the Purchascr In 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 tiny rights or remedies provided herein or by law, failure to promptly notify the Seller in the went of a breach, the nccepmnce efor payment for goods hereunder or approval of the design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to Failure to mat speeifieatim , either when shipped or due to defects of any of the warranties or obligations of this purchase Order and shall not be decoded a naher of nnv right of the damage in transit. may be rearmed to you for credit and arc not to be replaced except upon receipt of written purchaser In insist upon strict perfomuncc herceforany of its rights or remedies as to any such goods, regardless instructions from the City of Fnn Collins. mf wlrea shipped, received or accepted, as to any prior or subsequent default hereunder. nor shall any purposed mod nmdifinmlion or rescission of this purchase order by to Purchascr operate as a Oliver of any of the terns Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. hcreuf. Final Acceptance. Reecipt 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 Too Collins. However, it is to be andersttod that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection poaccdums. violations are in fact boric by the Purchaser. Theretofore. for good cause and as considcmtion for exenning this purchase order, the Seller hereby assigns to the Purchascr any and all claims it may now have Or heremico Freight Term,. Shipments most be F.O.N., City of Fort Collins, 700 Wood St.. Fort Collins, CO 90522. unle , acquired order recruit Or state antitrust Imes fro such overcharges relating to the particular goods Or services ralumvisc Specified on this order. If pemrission is given to prepay freight and charge separately, the original freight purchased or required 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 manoGctimm have distributing points in various pans of the country, shipment is If the Purchascr directs the Seller to Correct nonconforming or defective goods by a due to be agreed upon by the expected foam the nearest distribution point to destination, and excess freight will be deducted form Invoice when Purchascr, and the Seller, :ntd the Scllcr thereafter indicates its inability or unwillingness to comply. the Purchaser shipments are made from greater distance. may cause the work to be performed by the most c�peditimx means available to it and the Seller shall pay all costs associated with such work. Permits. Seller shall procure at sellers sole coast all necessary permits, ecif tes and licenses required by all applicable Imes, regulations, Ordinances and rules Of the state. municipality, territory or political subdivision where rm the work is perfned, or required by any other duly Constituted public authority having jurisdieliun over the Oork of vendor. Seller father agrees to hood 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 laws, regulations, containers. odes and requirements. Aulhonzmion. All panics to this notated agree that the representatives are, in fact bona file and passes, full and complete authority to hind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any upplcmcnmry or additional toots and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by Seller arc Objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery, rime as noted. Time is of the essence. Ddiyery and perforrnanec most be effected within the time stated Oa the Purchase Order and the documents attached hereto. No acts of the Purchasers including. without limitation, acceptance of partial late deliveries. shall Operate as o waiver of this provision. In the event crony 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 its 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 ofcivil or military authorities. governmental priorities. Gres, strikes. florah epidemics. wars or rims provided that notice of the conditions causing Such delay is given to the Purchaser within five (5) dais 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 ofthe delay. t. WARRANTY. T'he Scllcr,ammo that all good. rniecs, materials and work covered by this ondcr will contomi with applicable drawings, specifications. Samples and/or other descriptions given. will he fit for the purposes intended, and perfnrmed .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 Purchascr may si Hcr Or incur on account of the Sellers breach of wamnty. The Scllcr shall replace, repair or r of c good, without cost tithe purchaser, any defects or faults arising within one (D year or within inch longer rerind Of time as may be prescribed by law or by the term of any applicable wamnty provided by the Seller after the date of acceptance tribe gad furnished hereunder(acceptance nut to be unmasenabdy decayed), resulting from inrperfca or dcfcclivc work done or materials famished by the Seller. Acceptance or use of gnmk by the Purchasershill not crnstihnc a wearer of any claim under this wamnty. Exccpt as olhm%ise provided in this purchase order, the Sellers liability hereunder shall extend to ill damages proximately caused by the breach of any of the foregoing wmmntic,, or gurmntces. but such liabilityshall in tin event inebdc loss nfpmfits of loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchascr may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the Isms, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings. by verbal or wvrimen change order. If any such change affects the amount due or the time ofperfemance hereunder. ra equitable adjustment shall he made. 6. TERMINATIONS. The Purchaser may at era, time by script change order, terminate this agreement as to any or all portions of the gals then net shipped, subject to any equitable adjustment between the parties as to any work or materials flam in progre ss Provided that the Purchaser shall not be liable for any claims for anticipated prefix on the uncompleted portion of the goods and/or Work, for incidental or consequential damages, and that no such Idiom cut be nmdc in favor of the Seller with respect to any goods which are the Sellers standard clock. No such tcrminntion shall relieve the Purchascr or the Seiler of any of their obligations as to any good delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must he nsscncd within thim (30) days from the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seiler wamnty that all good Sold hereunder shall have been produced. sold, delivered and furnished 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 required to effect or evidence compliance. All Imo s and regulations required to be incorporated in agrccmcnts of this character arc hereby incorporated hcrcin by this reference. T'he Scllcr agrees to indemnify and hold the Purchaser himlcss from all costs and damages suffered by the Purchascr ns a result of the Sellers failure to comply with such ]no. 9. ASSIGNMENT. Neither patty shall assign, mnsfet or convey this order, or any monies due or to become disc hereon ter without the prior written consent of the other funny. 10. TITLE. The Seller wamats 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, resco,mirns, Security interest encumbrances and claims ofothcrs, The Seller shall release the Purchaser and its contractors of any per from all liability and claims of any nature resulting from the performance of such work. This rdcasc shall apply even in the event of fault of negligence of the parry released and shall extend In the directors, officers and employees ofsuch party. The Seller's contractual obligations. Including wamnty, shall not be deemed to be reduced. in any way, because such work is performed or mused to be performed by the Purehrsen 14. PATENTS. It'lumevcr the Seller is required to use any design, device, material or process covered by letter, patent trademark or copyright, the Scllcr shall indemnify and save harmless the Parchaser from any and all claims for infringement by reason of the use of such patented design, do ice, material or process in connection with the contract, and shall indemnify the Porehamr for Co. 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 said equipment or any part thereof or the intended use of the goods. is in such Suit held to constitute infringement and the use of said equipment or pan is enjoined. the Seller shall. at its own expense and at its option, either procure for the Purchaser the right in continue using Said equipment or parts. replace the same with substantially equal but noninfringing equipment, or modify it sr it becomes anninfringing. IS. INSOLVENCY. If the Seiler shall became insolvent Or bankrupt. make an assignment for the benefit of creditors, appoint a receiver Or trustee for any of the Scllcrs property Or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions oftcrms used or the interpretation offl c agreement and the right of ill panics hereunder shall be consumed under and governed by the laws ofthe State Of Colorado, USA. The following Additionil Conditions apply only in eases where the Seller is to perfom work hereunder. including the aerVice Of Sellers Repre,eam lvc(s), on the rrenrisc of mhos. 17. SELLERS RESPONSIBILITY. The Scllcr shall carry on said work it Scllers own risk until the same is fully completed and accepted, and shall. in ease of any accident destruction or injury, to the anrk and/or materials before Seller's final completion and neceptrnec, complete the work at Seller's 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 Seller shall receive, naload, store and handle Same at the site and become responsible therefor is though such nmtcrials and/or equipment were being furnished by the Seiler order the order. I S. INSUR ANCE. The Seller shill. at his own expense, provide for the payment of workers conrpensmina, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase order. and/or to their dependent in accordance with the laws of the state in which the Svork is to be done. The Seller shall also carry comprehensive general liability including, but not limited to. contractual and aatnmahile public liability fmamanne, .with hostile injury, and death limits of at least S300.000 for any One Person. S500.000 for any one accidentand property damage limit per accident of S400,000. The Seller shill likewise require his contractors, it any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the pmniscs of others, the Seller shall famish the purchaser with it certificate that such compensation and insurance have been pmvided. Stich certificates shall specify the date when such compensmiun and insurance have been provided. Such certificates Shall specify the date when Such compensation and insurance expires. The Scllcr 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 entire responsibility and liability for any and all damage. loss or injury ofany kind or natorc Ghats evcr to person or property caused by or resulting from the execution of the work pmvidcd for in this purchase ondcr or in connection herewith. The Scllcr will indemnify and hold harmless the Purchaser and any or all of the Purchisers 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 propeny to which the Purchaser may be put or srbiect by motion of any act action, neglect Omission or default on the part of the Seller, any of his contractors, or any of the Sellers or contractors officers. agents or employees. In case any suit or other proceedings Shall be hmught against the Purchascr, or it officers, agents or employees at any time on account or by reason of any act, aclien, neglect omission or default of the Seller of any of his contractors or any of its or their Officers, agents of employees is aforesaid, the Seller hereby agrees to assume the defense thereof and In 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, agents or employees in such suits or other proceedings, and in case judgment or other lien be placed upon it obtained against the property ofthc Purchascr, or said parties in or as a result of such Suit or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond nr Otherwise. The Seller and his contractors shall lake all safety precautions, forni%b and install ill guards necessary for the prevention of accidents. comply with all Imes and regulations with regard to safety including, but without limitation, the Occupelional Safety and I lealth Act of 1970 and all ruses and regulations issued ruminant themm. Revised 03/2010