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HomeMy WebLinkAbout460556 OPOWER - PURCHASE ORDER - 9143853PO PURCHASE ORDER 914385er Page City. of43853 lofz ' `t Collinsr hisnumbermustappear V ` 1 1 on all invoices, packing sli s and labels. Date: 07/09/2014 Vendor: 460556 OPOWER 1515 N COURTHOUSE RD 8TH FLOOR ARLINGTON VA 22201 Ship To: ELECTRIC UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS CO 80521 Delivery Date: 07/08/2014 Buyer: PAT JOHNSON Note: Line Description Quantity UOM Unit Price Extended Ordered Price CONSULTING SERVICES 1 LOT LS 14,500.00 HOME WATER REPORTS 7570 Home Efficiency Reports 2 CONSULTING SERVICES HOME ENERGY REPORTS PROG 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 1 LOT LS 399,000.00 Total 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. By statute the City of Fen Collins is exempt tram store and local taxes. Our Exemption Number is I I. NON WAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist Whir strict performance of the terns and conditions hereof', failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Sulfates 1973, Chapter 39-26, 114 (a), airmen any rights or renrdies provided harem or by law, Gilum to promptly notify the Seller in the event of a breach, the acceptance of or Payment for goods hereunder or approval of the design, shall not release the Seller of Goods Rejedcd. GOODS REJECTED due to failure a meet specifications, either when shi,,d or due to defects of any of the warranties or obligations of this purchase older and shall not be deemed a waiver of any right of the damage in nmmit, may be renamed to you for credit and are not to be replaced except upon receipt of women Purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such gaols, regardless instructions from the City of Fort Collins. of what shipped, received or accepted, as to any poor or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase older by the Purchaser operate as a waiver of any of the terms Imm than. GOODS are subject to the City of Fon Collins inspection on ant hereof. Final Acceptance. Receipt of the merchandise, whe¢d or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Too Collins. However, it is to be understood that FINAL Sella and the Purchaser recognize that in actual economic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection precedmes. violations are in fact home by the Purchaser. Thetation, for good cause and m considemlion for executing this purchase order, the Seller hereby assigns to the Purchaer any and all claims it may now have or hereafter Freight Terms, Shipments must be F.O.B., City of Fort Collins, 0110 Wood St., Fan Collins, CO 80522, unless acquired under federal or state antitrust laws for such overcharges relating to be particular goods or services otherwise specified on this order. If permission is given I. prepay freight and charge sepamody, the original freight purchased or acquired by the Purchaser pursuant to this purchase older. hill must acenmnanv invoice. Additional chances for oackinu will not be everated. Shipment Distance. Where manufacturers have distributing paints 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 from greater distance. Permits. Seller shall procure at sellers sole cast all necessary perms,, certificates and lirders required by all applicable lax,, regulations, ordinances and roles of the .state, municipality, monthly or political subdivision where the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fan Collins harmless from and against all liability and lass incurred by them by reason of an asserted or esfabh0al violation of any such laws, regulations, ordinances, talcs and requirements. Authoritarian. All panic to this contract agree that the representatives are, in fact, bona ride and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This purchase Order expressly limits acceptance to the terns and conditions settled herein set forth and any supplementary or additional mom and conditions annexed hereto Or incorporated herein by re@rence. Any additional or different harms and conditions p r poscvl by seller are objected to and hereby acy- d. 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 estrum. Delivery and performance most be effected within the time shard an the purchase order and the documents attached hereto. No acts of the Purchasers including, without loroadou, acceptance of pmtial late deliveries, shall operate as a waiver of this prowision. In the event army 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 ss a result ordelays due to causes nor reasonably foreseeable which are beyond as reasonable control and without its fault of negligence, such acts of God, acts ofcAd or military authorities, govermnenml priorities, fires, strikes, 0ond, epidemics, wars art riots provided that notice of the conditions causing such delay is given to the Purchaser within Five (5) days of the time when be Seller first received knowledge thereof In the event of any such delay, the date of delivery shall he extended for the period equal to the time actually lost by reason of the delay. J. WARRANTY. The Seller warrants that all good, articles, materials and work covered by this older will conform with applicable drawings, specifications, samples WFar other descriptions given, will be fit for the purposes intended, and perrorod with be highest degree of care and competence in accordance with accepted standards for work of a mils, nature. The Seller agrees to hold the purchaser harmless from any lass, damage or expeme which the Purchaser may suffer or incur on account of the Sellers breach efwamanry. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by be terms of any applicable warranty provided by the Seller after the dam of acepfanm of the goods fumichd hereunder (acceptanre .1 to be uaeasombly delayed), resulting from impafeet or defective walk done or Rmomet, furdsbd by the Sella. Acceptance m use of goods by the Pumbera shall non chromium a waiver of any claim under this wormary. Except as otherwise provided in this purchase older, the Sellers liability hereunder shall extend to al damages proxicamly caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss of profits or less of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The rambec m may make changes to legal to. by wtihen change older. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes N time term, then Avon legal Ittoss, including oldrimm to or deletions farm tie quantities originally ordered in the specifications Or drawings, by .erbat nr written change order. If any such th change offects be amount due or e time of alfmmmtre hereunder, an equitable djmtmbe made. rt shall de. 6. TERMINATIONS. The purchaser may at any time by written change oma, terminate Nis agreement as to any or all pnniom of tbe goods then not shipped, subject to any thrombin adjustment between the ponies ss to any work of materials then in progress provided but be Pureeasa shall not be liable for any claims for anticipated profits on the accompldd portion of me goods andror work, for incidental or mmequential damages, and chat no such adjustment be made in furor of the Seller with respect I. any Raved, which cre the Sellers standard stark. No such termination shall reline the Purchaser or the Sella ofany of their mllgations ss to any good delivered harridan, T. CLAIMS FOR ADJUSTMENT. Any claim for adjusmead most be combat within 0drty (30) days from the die be change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller wammes that all gaols sold hereunder shall have been produced sold, delivered and f ca ishd in strict compliance with all applicable laws and regulations to which be goods art subject The Sella shall execute and deliver such documentsass may bc qui dto ¢free, or evidence compliance. All laws and regulations required tobe incorporated in agreement of this chameta are hereby incorpom,ed herein by this reference. The Seller agrees to indemnify and hold the Foundation barmless film all cot and damages suffered by the Purchaser ss a moult Of be Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, tmmfer, or mnvey this rimer, or any monies due or to become due hereunder without the prior written no. afifty other pmry. 10, TITLE. The Sella wamenD fall, clear ad combined tide an the Purchased for all equipment, michods, and it. famished in performance of this agreement free and clear or my and all liem, nowde iota, remrrdoms. security moral encumbrances and claims afoNers. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser wed the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may cause the work to be performed by the most expeditious means available to it, and the Seller shall p y all casts associated with such work. The Seller shall release the Purchaser and its contractors of any tier from all liability, and claims of any nature resulting from the Performance of such work. This release shall apply even in the Want of fault of negligence of the party released and shall extend to the directors, nRcers and employees of such party. The Sellers contract.[ obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is perfmrmN or caused to be performed by the Purchaser. 14, PATENTS. Wheneventhe Seller is requital to use any design, device, mardial or process covered by letter, p tort, 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, de, ice, material or process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which R may be obliged to pay by reason Of such imHngement an any time during the prosecution or oiler the completion of the work. In case said equipment, or any pan thereof or be intended use of the goads, 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 to continue using said equipment or pans, replarr the same with substantially equal but noninfringing equipment, or modify it so in becomes noninfdngin, 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for be benefit of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Pmcbaser without liability. 16. GOVERNING LAW. The definitions of tams used or the interpretation of the agreement and Ice nights of all panic hereunder shall be mounted under and governed by the laws of the State ofColomdo, USA. The fallowing Additional Conditions apply only in cases where the Seller is to perform work bereunda, including be sarvica of Sellers Represcroadve(s), on the premises of omen. 17. SELLERS RESPONSIBILITY. The Seller shall tarty on said work on Sellels own risk until the sane is fully completed and accepted, and shall, in Cost of any accident, destruction or injury to the work muVor materials before Sellels final completion and acceptance, complete the work at Sellers awn expeme and to the satisfaction of the Purchaer. When materials and equipment are famished by others for installation or erection by the Sella, the Seller shall receive, unload. some ad handle same at be site and become responsible therefor as though such materials anNor equipment were being famished by tie Seller under be Omer. 18. INSURANCE. The Seller shall, at his own expense, provide for Ne payment of workers mmpenmtion, including Occupational disease batefD, in its employees employed on or in connection with the work covered by this purchase Oct andi'm to their depedent in accordance with the laws of the mile 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 liabili, insurance with M14ily injuy and death limits of at leazr 5311n,oran for any are person. SIM,nnn 4u any one accident and property damage limit Per accident of S41)0,000. The Seller shall likewise require his comprommis, if any, N provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do my work upon the premises of others, the Sella shall furnish the Purchmv with a certificate Bull such compenaion stud insurance have been provided. Such cortifieata shall specify tee date when such mpencmion ad insurance have ban provided. Such certificates shall specify the date what such compensation and insurrace expand. The Sella agrees tint such compensation and insurance shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller bereby, assumes the entire resRmali ility and liability for any and all damage loss or injury of any kind or nawm wbaDOever to persona or property, caused by or resulting from de execution of the work provided for in this purebese order or in mrmection herewina. The Seller will indemnify and Fuld handed, be Purchuer and any r all of be Purchasers officers, agents ad employees firms d aagai st any and all claims, loss , es, Whor charges or expenses, whether direct or Refined, and whether to persons or property to which the Purchaser may be put m subject by d. of any act, action, negla,, omission or default on the pan of the Sella, any of his com odors, or any of the Sellers or contractors officers, figures or employees. In case any suit or other proceedings shdl be brought against be Purchaser, or its officers, agent or employees at any time on account or by Remain of any act, fiction, radical, mission or default of Re Seller of any of his mntradors or any of its Or Nair oficars, agents or employees ss of said, the Seller hereby agrees to museum the defame thereof and to defend the same at be Sellers awn expense, to pay any and all cot, clurga, atom fires and other expenses, any ad all judgment that maybe inemtd by or Obmind agi inal the Practical or any of it or their oficers, agent or employees in such suit or other proceedings, and in cam judgment or other fiat be placed upon or obaind againsB the Property ofile Purchaser, or and panic in or as a mull of such suit or oNcr proceedings, be Sella will at once warn the same to be dissolved and dischargal by giving bond or mberwise. The Sella and his contactors shall take all safety precautions. Smash and install all guards necessary for the prevention of accidents, comply with all laws and regulatimm with regald to safety holding. bar without limitation, the Occupational Safety ad Halm Act of 1970 ad all rules and regulatiom board ptmt and themto. Revised 03R010