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HomeMy WebLinkAbout460556 OPOWER - PURCHASE ORDER - 9111449 (2)City of art Collins PURCHASE ORDER PO Number Page 9111449 1 of 2 This number must appear on all invoices, packing slips and labels. Date: 05/24/2012 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: 03/10/2011 Buyer: OPAL DICK Note: Line Description Quantity Ordered UOM Unit Price Extended Price 3 Community Benchmarking- 1 LOT EA 25,000.00 Final Quarter This addendum replaces Po #9123033. Total $25,000.00 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 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. Hy statute the City of Fort Collins is exempt fmm state and local taxes. Our Eacmpt ion Numbcr is 11. NONWAIV ER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84.600 )5R7 is registered with the Collector of Failure of the Putchnscr to insist upon strict performance of the items and conditions hereof, failure or delay to fanned Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39 26. 114 (a). exercise any rights or remedies provided heroin or by Ina, failure to promptly notify the Seller in the evem of a breach. the acceptance of or payment for goods hecunder or approval ofthc design, shall not release the Seller of - Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of any of The warranties or obligations of this purchase order and shall not he deemed a raiser of any right of the damage in transit, may be mounted to you for credit and arc not to be replaced except upon mecipt of written purchaser to insist upon strict Perfnmancc hcomfor any ofin rights or renedies ns to any such goods, regardless instructions form the City of Fort Collins. of when shipped, received or accepted. as to any prior or subsequent default hi minder. nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a vvriver of any of the terms Inspection. GOODS am subject to the City of Fort Collins inspection on arrival. hereof, Final Acceptance. Receipt of the merchandise, services or equipment in response to this outer can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on The part of the City of Fort Collins, Hovvtvcr, it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitmst ACCEPTANCE is dependent upon completion Mall applicable required inspection procedures. violations arc in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Toms. Shipments must be F.O.K. City of Fort Collins, 700 Rood St.. Fort Collins, CO 80522, unless acquired under federal or state antitmst laws for such overcharges relating to the particular goods or services otherwise specified on this order. If permission is given to literary freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. bill most accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various parts of the country, shipment is expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when shipments are made fmm greater distance. Permits. Seller shall prneure at sellers sole cost all necessary permits. certificates and licenses required by all applicable laws, regulations, ordinances and mlcs of the state. municipality, territory or political subdivision vs here the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller fimher agrees to hold the City of Fart Collins hamlets fmm and against all liability and loss incurred by them by reason of an atsened or established violation of any such taws, regulations, ordinances, piles and requirements. Autharizzlion. All parties to this contract agree that the representatives are. in fret. bane tide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the toms and conditions stated herein set torah and any supplementary or additional toms and conditions annexed hereto or incorpnmtcd herein by reference Any additional or ditrerent terms and conditions proposed by seller arc objected to and hereby rejectal. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your premised delivery date as noted. Time is of rho essence. Delivery and performance must be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance offu nial late deliveries, shall operate as a waiver ofthis provision In the event crime delay, the Purchaser 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 Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond its reasonable control and without its fault Mncglipcoce. such acts of Gad, actt ofcivil or military authorities, governmental priorities, rites, strikes, flail, epidemics. wars or riots pmlded 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 crony 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 wamnts that all goods, anodes, materials and work covered by this order will conform with applicable drawings, specifications, samples anchor 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 of the Sellers breach of ummmy. The Scllcr shall replace, repair or make good, without cost to the purchaser. any defects or fault, arising within one (1) year or within such longer period of time as may be prescribed by law or by the terms crony applicable warranty Provided by the Seller after the date M acceptance ofthe goods furnished hereunder (acceptance not to he unreasonably delayed), resulting from imperfect or defective work done or materials furnished by the Scllcr. Acceptance or use of goods by the Purchaser shall not constitute a waiver crony claim under this vvamnty. Except as otherwise pmvided in this purchase order. the Sellers liability hereunder shall extend to all damages pmximatcly caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no ewcnt include loss of profits or Ins arose. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal toms by satire. change order. 5. CHANGES IN COMMERCIAL TERMS. The Pumhascr may make any changes to the terns, other than legal tema, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change atTects the amount due or the time of perfomance 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 portions of the goods then not shipped. subject to any equitable adjustment between the panics as funny "ark or materials then in progress pmvided that the Purchaser shall not be liable for any claims for anticipated pmlia on the uncompleted portion of the good and/or work, for incidental or consequential damages, and that no such adjustment be mnde in favor ofthe Seller with respect to any good., which arc the Sellers standnnl stock. No such termination shall reicve the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asened within thirty (30) days fmm the date the change 0, termination is ordered. g. COMPLIANCE WITH LAW. The Scllcr wamnts 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 subicct The Seller shall execute and deliver such documents as may be required to effect or evidence compliance, All Imvs 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 hamdes from all costs and damage, 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 of the other party. 10. TITLE. The Seller wamnts full, clear and mummified tide to the Purchaser for all equipment. materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions, mservalimy, security interest encumbrances and claims f.dam,. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. tribe Purchaser directs the Seller to correct nonconforming or defective goods by a 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 be perfumed by the most expeditions means mailable to it, and the Scllcr shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors edam tier front all liability and claims of any nature reulting from the performance of.such work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, off.rs and employees of such party, The Sellers contractual ohligations, including wamnly. shall not he deemed to he reduced, in any way, because such work is perfumed 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, tmdcmaA or copyright, the Scllcr shall indemnify and save hamlcs the Purchaser from any and all claims for in(ringcmcnt 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, expense or damage which it may he obliged to pay by reason ofsueh infringement at any time during the Pmscculion or after the completion ofthe work, In case said equipment, or any part thereof or the intended use of the goods, is in such suit hold to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall, at its men expense and at its option, either procure for the Purchaser the right to continue using said equipment or Parts, replace the more with substantially equal but mninfringing equipment or modify it so it bceames nonin(ringing. 15. INSOLVENCY. If the Scllcr zhall become insolvent or bankrupt, make no assignment for the benefit of creditors, appoint a receiver or trustee for any of the Scl tors property or business. this order may fnnhvyi th be canceled by the Purchaser without liability. 16. GOVERNING LAW, The definitions oftemts used or the interpretation ofthe agreement and the rights ofall panics hereunder shall be construed under and governed by the laws ofthe State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder. including the sen'ices of Sellcrs Rcprcsentativc(s), on the premises ofothem. 17. SELLERS RESPONSIBILITY, The Seller shall catty no said work at Seller's own 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 Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of life Purchaser. When maerials and equipment are furnished by others for installation or erection by the Seller, the Seller shall receive, unload. store and handle same at the rile and become responsible therefor as though such materials and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The Scllcr sh ll, at his own expense, pmv'ide for the payment ofw'orkm. 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 Scllcr shall also carry comprehensive general liability including, hot not limited to, connuclual and automobile public liability msuranec with tidily injury and death limits ofar lead Smu.000 for any one pv,a, S500,006 in, any one accident and pmperly damage limit per accident of S400.000. The Seller shall likewise require his conuacums, if any, to provide for itch compensation and insurance. Before any of the Sclicrs or his contractors employees shall do any work upon the promises of others, the Seller shall famish the Purchaser with a certificate that such compensation and insurance have been pmvided. Such ccnificaes shall specify the date when tech compensation and insurance have been provided Such ccnificatcs shall specify the date when such compensation and insurance expires. The Seller 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 nature whatsoever to persons or property caused by or resulting from the execution ofthe 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 cmplm'ea, fmm and against any nod MT claims, losses, damrgcs, charges or expenses, whether direct or indirect and whether to persons or proporty to which the Purchaser may be put or soljce, by reason of any act, action, negloct emission or default on the pan of the Scllcr, any of his contractors, or any of The Sellers or conrcactots officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees ut cry time on account or by reason of any act action, neglect, omission or default of the Seller crony of his contractors or any of its or their oQicem. agents or employees as aforesaid, the Seller hereby agrees In assume the defense thereof and In defend the woe at the Sellers own expense, to pay any and all costs, charges, attorneys Ices and other expanses. any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their oReem. agents or employees in such snits or other proceedings, and in care judgment or other lien be placed upon or obtained against the property of the Purchaser, or said parties in or as a result M'sueh suits or other proceedings, the Seller will at once cause the sme to be dissolved and discharged by giving bond or othenwise. The Seller and his contmeturs shall take all safety precautions, furnish and install all guards necessary for the prevention of accden S. comply with all laws and regulations with regard to safety including, but without limitation, the Oecupalional Safety and Health Act of 1970 and all rules and regulations issued pursunrt therctn. Revised 03/2010