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HomeMy WebLinkAbout460556 OPOWER - PURCHASE ORDER - 9142460PO PURCHASE ORDER 914246er Page City O'f9142460 + of s Flirt CollinsCThis number must appear //_`,.�,`�—J`-' ` 1' on all invoices, packing �slips and labels. Date: 05/02/2014 Vendor: 460556 Ship To: ELECTRIC UTILITIES OPOWER CITY OF FORT COLLINS 1515 N COURTHOUSE RD 8TH FLOOR 700 WOOD ST ARLINGTON VA 22201 FORT COLLINS CO 80521 Delivery Date: 05/02/2014 Buyer: PAT JOHNSON Note: Line Description Quantity Ordered UOM Unit Price Extended Price HOME ENERGY REPORTS APR -MAY 14 1 LOT LS 66,875.00 VSI-01010 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.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 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-04502. 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 condifiora beteo[ failure or delay to Internal Revenue, Denver, Colorado (Ref Colorado Revised Statutes 1973, Chapter 39-26, 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly many the Seller in the event of a breach, the aceepmnee for payment for goods hereunder or approval club, 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 be deemed a waiver of any right of the damage in moral, may be relmnM to you for credit and are not to be replaced except upon receipt of written Purchaser to insist upon strict performance hereof or any of its rights or rem dies as to any such goods, regardless inswetions from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any puryorted am[ modification or rescission of this purchase order by the Purchaser operate he a waiver of any of the terms Inspection. GOODS arc subject to the City offort Collins inspection on arrival. hereof Final Acceptance. Receipt of the merchandise, services or equipment in response to this coder cea result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. autheriiod payment on the pan of the City of Fiat Collins. However, it is to be understood that FINAL Seller and the Purchaser rmognim that in normal economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion orall applicable required inspection procedures. violations are in fact home by the Purchaser. Theretofore,forgoodcause and as considemtian for executing this purchase order, the Seller hereby assigns to the Punctuator any and all claims it may now have or hereafter Flight Tema. Shipments must be F.O.B., City of Fort Collins, 700 Wood St., Foil Collins, CO 80522, unless acquired under federal or state antiWst laws for such overcharges relating to the particular goods or services otherwise specified oa this order. If pmnission is given to prepay freight and charge separumly, 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. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufacturers have distributing Points in various pans of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective goods by a dote to be egad upon by the expected firm the recover distribution point t0 destination, and excess freight will be denote from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made form greater distance, may cause the work to be performed by the most expeditious means available to it, and the Seller shall pay all wan associated with such work. Permits. Seller shall pour... at aellers It can all neemsery permits, certificates and licenses rimmed by all ar,hrable Incas, regulations, ordinances and mles airline slate, municipality, territory or political subdivision where The Seller shall release the Purchaser and Its contractors of any tier from all liability and claims Of any nature the work is performed, or required by any other duly constituted public authority having jurisdiction over the work resulting tom the performance ofsueh work. of vendor. Sel let further agrees to hold the City of Fort Collins harmless tom and against all liability and loss cored by them by reason of an -aimed or established violation or any such laws, regulations, ordinances, rules This release shall apply even in the event of fault of negligence of the party released and shall extend to the and r,.iremema directors, ofcera and employees ofta ch party. Authonication_ All ponies to this wmmet agree that the representatives arc, in fact, bona fide and possess full and The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because complete authority to bind said ponies such work is performed or caused to be performed by the Purchases LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set roM and any supplementary or additional terms and conditions annexed hereto or incomorated herein by re@renew Any additional or different terms and conditions proposed by seller are objected to and hereby injected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyou cannot make complete shipment to ofive oa your promised delivery date an holed. Time is ofthe essmm. 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 of partial late deliveries, shall operate as a waiver alias provision. In the event of any delay, the Purchaser shall have, in addition to ether 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 easonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts of God, uca of civil or military authorities, governmental priorities, fires, slakes, Flood, epidemics, wars or cots provided that notice of the conditions causing such delay is given to the Purchaser vellum five (5) days of the time whom the Seller first received knowledge thereof. In the event of any such delay, the date or delivery shall be extended for the period equal to the time actually lost by reason ofihe delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples augur 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 farm any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of warranty, The Seller shall replace, repair Or make good, without cost W the purchaser, any defects or faults arising within one (I) year or within such longer period of time as may be prescribed by law or by the terra or any applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (aceeplanee not to be unreasonably delayed), resulting from imperfect or defective work dune or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall act constitute a waiver of any claim under this warranty. Except us otherwise provided in this purchase order, the Sellers liability hereunder shall extend m all damages proximately .used by the breach of any of the Footnote, warranties or guarantees, but such liability shall in no event include loss of profits or loss or use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes m legal tome by wromm charge oMe,. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal moms, including additions to or deletions from the quantities originally ordered or the specificiamin or drawings, by verbal or written change order. If any such change affects the amount due or the time of,serformance 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 adjnetmmt between the parties as to any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated pmfits 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 are the Sellers standard stack. No such termination shall relieve the Purchaser or the Seller ofuny Of their obligmiora as to any goods delivered hereunder. ]. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and finished in strict omphance with all applicable laws and regulations to which the goods are subject The Seller shall execute and deliver such documents as may be required 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 ages to indemnify and hold the Purchaser harmless farm all costs and damages summit 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 warrants full, clear and mresaiaed title t0 the Purchaser for all equipment, materials, and items famished n performance of this agreement, free and clear of any and all lien, restrictions, reservations, secunty interest encumbrances and claims of others. 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 deign, device, matmal or process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such infringement at any time during the pro cation or after the completion or 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 or said equipment or pan is enjoined. the Seller shall, A its own expense and an its option, either Inquire for the Purchaser the night to continue using said equipment or parts, replue, the same with substantially equal but naninfringing equipment, or modify it so it becomes ngninfn'nging. 15. INSOLVENCY. If the Seller shall become insolvent or bankmpr, make an assignment for the bereft of creditors, appoint a receiver or tmslee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without inability. 16. GOVERNING LAW. The definitions of terms used or the interpretation ofth agreement and Be rights troll ponies hereunder shall be crewed under and governed by the laws ofihe State of Colorado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Represenutive(s), on the Premises clutters. 17. SELLERS RESPONSIBILITY. The Seller shall entry on said work at Seller's own risk until the same is fully completed and accepted, and shall, in e or any i ecidem, destruction or injury in the work and/or materials before Seller's final completion and acceptance, complete the work at Sellers own expense and to foe satisfaction of the Pm'chaar. Whom materials and equipment are furnished by others for installation or erection by the Seller, the Seller shall receive, Whom, store and handle same at the site and became responsible therefor as though such materials and/or equipment wee being furnished 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, to its employees employed on or in connection with the work covered by this purchase order, ender to their dependents in accordance with the laws of the state in which the work is to 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 of at least S300,000 for any one person, $500p00 for any one accident and properly damage limit per accident of S400,000. The Seller shall likewise require his contractors, if any, m provide for such compensation and insurance. Before any of the Sellers or his contactors employees shall do any work upon the premises of others, the Seller shall famish the Purchaser with a certificate Beat such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided Such certifical. shall specify the dote when such wmpensaim 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 resporaibilay and liability for any and all damage, loss or injury along, kind r nature wharsamov to persons or property caused by or resulting from the execution offe work Provided for in this purchase order or in connection herewith. The Seller will indemnify and hold hamdess the Purchaser and any or all of the Purchasers officers, agents and employees from and against any and all claims, lasses, damages, charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may be at or subject by reason of any act, action, reglecl, omission or demob on the pan of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other porceedings shall be brought against the Purchaser, or its officers, agents or employees at any time on account or by reason or 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 aforesaid the Seller hereby agrees to assume foe deflu a thereof and to defend the same at the Sellers own expense, to pay any and all costs, charges, aftoineys 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 or churned against the property of the Purchaser, or said parties in or as a result of such suits or other proceedings, the Seller will at once cause the same to be dissolved and diacharged by giving band 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 mles and regulations issued governor thereto. Revised 0312010