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HomeMy WebLinkAbout481239 COLORADO CLEAN ENERGY CLUSTER - PURCHASE ORDER - 9142112Fort Collins Date: 04/1512014 PURCHASE ORDER Vendor: 481239 COLORADO CLEAN ENERGY CLUSTER 320 E VINE DR SUITE 323 FORT COLLINS CO 80524 PO Number Page 9142112 1012 This number must appear on all invoices, packing sli s and labels. Ship To: CITY MANAGER CITY OF FORT COLLINS 300 LAPORTE AVE CITY HALL WEST- 1ST FLOOR FORT COLLINS CO 80521 Delivery Date: 04/14/2014 Buyer: PAUL, GERRY Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 EHO Grant Agreement CCEC/CWIC Director City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.mm 1 LOT LS 5,000.00 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 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Pon Collins is exempt from stale and local taxes. Our Exemption Number is I I. NONWAIVER. 98-0450I. Federal Excise Tax Exemption Certificate of Registry 84-6000587 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 Statutes 1973, Chapter 39-26. 114 (a), exercise any nigh i or remedies provided herein or by law, failure to promptly notify he Seller in the event of breach, the intermixture of or payment for goods Meander or approval of the design, shall cut release he Sella of Goods Rejected. GOODS REJECTED due to failure to meet speifiwations, either when shipped or doe to defects of any of the warranties or of ligariots of this purchase order and shall nut be deemed a waiver of my right of dun damage in transit may be rammed to you for credit and we not to be replaced except upon receipt of wrinm purchaser to bond upon strict performance hermfor my of its rights or remedies as to my such goods, regardless instructions firm the City of Fort Collins. of whm shipped, rnaived or accepted, as to my prior or achievement default Meander, OR shall my puryoned oral modification or remission of his purchase order by the Purchaser operate as a waiver of my of the coma Inspection. GOODS arc subject to he City of For Culfms inspection on arrival, hereof. Final Acceptance. R.rad of the merchandise, services or equipment in response to this order can r esult in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on he par of the City of Fort Collins. However, it is ro be understood thatFINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon ruian mple of all applicable required inpixtim procedures. violation arc in fact Some by he Purchase, Thermo ow. fogood cause and as consideration for executing this purchase Order, he Seller hereby assigna to the Purchaser my and WI claims it may now, have Or hereafter Freight Tents. Shipments rant M F.O.B., City of Fort Collins, 900 Wood St, Fort Collins. CO 80522, unless acquired under federal or state antitrust laws for such ovemlowl relating m the particular goods or services otherwise specified on his ardeu if permission is given to prepay freight and charge aspaamly, the original freight purchased or acquired by he Purchazw pursmnt as his purchase orde, bill most mwmoate invoice. Additional closures for Docking will not be revealed. Shipment Distance. Where manufacturers have distributing points in various puns of the country, shipment is expected from the nearest distribution point to destinstimu and excess freight will be deducted from Invoice when shipments are made fmm greater distinct. Permits. Sellw shall Immune at sellers sale cast all necessary permits, rertificares aril licence r un ird by all applicable laws, regulation, off. end rules of the scam, municipality, terirory or political sobs ivism. where the work is performed, w tanned by any other duly corrimited public authority bavingjunsdiction over the work Of vendor. Seller further agrees to hold the City of Fiat Collins harmless fmm and against all liability and loss it,wood by them by reason of an nsened or established violation of any such laws, regulations, ordinances, rules and requirements. Anticorrosion. All panics to this contract agree that he repremntadves are, in fact, bona fide and possess full and complete authority Iw bind .,it parties. LIMITATION OF TERMS. This Purchase Order expressly limits remptmee to the toms and condition stated herein set forh and any supplementary or additional tents and condition annexed hereto or incorporated herein by reference. Any additional or ditferenrterms and conditions proposed by seller are objected to and hereby rejwned. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyou cannot make complete shipment to ounce an your promised delivery date in noted. Time is of the essence. Delivery and performance must be effected within he time stated on Be, purchase order and the documents cambial hereto. No acts of the Purchaser including, without limitation, acceptance of partial late deliveries, shall operate as a waiver of this precision. In he event of any delay, the Purchaser shall have, in addition to other legal and eqe able ranediea, the option of placing his what elrewlmere and holding the Seller liable for damages. However, he Seller shall not be liable for damages as a result of delays due m causes not reasonably foreseeable which arc beyond its wasonable control and without its fault of negligence, such acts of God, is of civil m mi his, authorities, governmental priorities, fires, strikes, flood, epidemics, wars or riots 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 extruded for he period aped to he time actually lost by reaon of the deny. 3. WARRANTY. The Seller warrants that all goods, rides, materials and work covered by fis order will cant with appliablc 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 w similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may saner or inter an account of the Sellers breach of warranty. The Seller shall replace, repair or make good, widwer cost ao the purcbnwq my defects or fails arising within one (I) year or within such larger period Of time as may h prescribed by law or by the leans of my applicable wamnty provided by the Seller after the date of memptmee of the goods famished hcretuder (acceptance not to be mreasombly delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by he Purchaser shall Out constitute a waive of any claim under this warranty. Exeunt as oherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties m grammes, but such liability shall in no eve. include lass of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes raw legal hems by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other Dan legal terns, including additions to or deletion from the qu mina a originally omered in the apecifxinam, or drawings, by verbal or written change order If any such mange affects the amount due or time of performance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, terminate his agreement m to any or all portion of he goods then not shipped, subject to my equitable adjustment between the parties as to my work or materials then in progress provided that der Purchaser shall oat b, hable for any claims fan cousipmed prhs on he uncomplwed portion of the goods wafer work, for irmidental or consequential damages, aril that no such adjustment be made in favor of the Scllw wlh respect to any goods which are the Sellers standard stock. No mach mreffinum shall relieve the Purchaser or the Seller ofary oftheir obligations as to any goods delivered hereunder. T. CLAIMS FOR ADJUSTMENT. Any claim for adjustment mnsr be asserted within thirty (3o) days from the date the change or mrmimanam is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulation to which the goods are subject. The Seller shall execute and deliver such documents as may be required to alien or evidence compliance. All laws end 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 roars and damages suffered by the Purchaser as a result of the Sellers failue to comply with such law. 9. ASSIGNMENT. Neither parry, shall assign, transfer, or convey this order, or my monies due or to become due heremdec without he Low wriven commit Of the other, party. 10. TITLE. The Seller warrar s full, clear and commricted rule to the Purchaser far all equipment, materials, and imams famished in perchandrame of this agreement free and clmr of may end all lien, restricrion, reservations, smuily forecast mcuughowees and clairns ofathers. 13. PURCI IASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs he Seller to correct nonconforming or defective goods by a dam to be agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may cause he work to be performed by the most expeditions mean readable to it, and the Seller shall pay all costs assocated with such work. The Seller shall release the Purchaser and its examination of my her firm all liability and claims of my nature resulting born the performance fsuch work. This retina shall apply ever in the event of fault of negligence of the party released and shall extend to the directors, officers and employees of such pony. The Seller's mntmnual obligations, including warmnry, shall now be, deemed to be educed, in any way, because such work is performed or comed to be performed by he Powelove r. 14. PATENTS. VJhenmw the Seller is required in use my design, device, material or pracess coveted by lettm patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser fmm any and at I claims for infringement by reason of the use of such patented design, device, material or process in connection with he contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason ofsuch infringement at any time during the prosecution or after the completion of he work. In cam said equipmmr, or my pon themsf or the intended ace Of the goods, is in such suit hid to constitute infringemenl and he use of said aryipment or pan is enjoined, the Seller shall, at its own expense and at its option, either procure for the Purchaser the right m co.inue Wing said equipment Or parts, replace the same with smemorially eyed but noninfdnging muipmml, in, modify it as it becomes noninfeinging. 15. INSOLVENCY. If the Seller shall became insolvent or bankmpr, make an maignmem for the benefit of credimrs, appoint it receiver err trustee for my of he Sellers property or business, this order may forthwith be canceled by the Pumha e, without liability. 16. GOVERNING LAW. The definition effects, used or he interpretation ofthe agreement road the rights of all ponies hereunder shall be conswM under and governed by the laws ofthe State ofColomdo, USA. The following Additional Conditions apply only in cases where the Seller is to perfotnm work hereunder, including the services of Sellers Repwunmtim(s), on the premises ofathers. 17. SELLERS RESPONSIBILITY, The Seller shall carry on said work m Selle s own ask nnril he amen is fully completed and accepted, and shall, in come of my accident destruction in injury to the work mNor materials before Sellers final completion aril acceptance, complete the work at Sellers own expense and m the satisfaction of he Purchua. When materials and equipment am furnished by others for installation of erection by the Seller, the Seller ehWl receive, unload, store and handle same at fee site and became responsible therefor as though such materials andbr equipment were being fmished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits, m its employees employed on or in connection with the work covered by this parcbm , order, anhor to their dependents in weardwa a with he laws of the sum in which he work is on be done. The Seller shall also wary comprehensive general liability including, but not limited to, commctnal and automobile public liability monowe with bodily injury end death Brim of at least S300.00a for any one person, $500,000 for any one accident and property damage limit per accident of S400,008 The Seller shall likewise require his if any, to provide for such corapersamen mid insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises of others, the Seller shall famish the Purchaser with a cenificam that such compensation and insurance have been provided. Such certificates shut[] specify the date wheat such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expire. The Seller agrees that such compensation and irurence shall be maintained until ante 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 of any kind or nature whatsoever to persons or property caused by or resulting from the execution of he work provided for in his purchase order or to connection herewith. The Seller will indemnify and hold harmless the Purchaser and any m all of the Purchnws milkers, agents and employees from end against my and all claims, losses, damages, charges m expenses, whether direct or indirect, and whether to person or Property 10 whim he Pumebeser navy be put or subject by crown of any arc, action, neglect, omission in default ma the pan of the Seller, my of his contractors, or my of the Sellers or contmcmrs officera, agents or employees. In case my suit or other proceedings shall be brought against the Purchmm or its officers, agents or employees at my time on mmunl or by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or their officers, agents or employees as wfresaid, he Seller hereby ogees to resume the defense thereof and to defend the same at he Sellers own expense, to pay any and all casts, charges, aromeys fees and other expenses, my 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 praxdings, and in case judgment or other lim be, placed upon or ob eamand against the property of the Purchaser, or said parties m or n a resWl of such suits or other proceedings, the Seller will at once come the same to be dissolved and diwhacged by giving bond or otherwise. The Seller mil his contractors shall take all safety precmtion, finish and install all guards necessary for the prevention of accidents, comply with all laws and irgulations with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1970 and all roles and regulations issued pursmnt thereto. Revised 032010