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HomeMy WebLinkAbout460556 OPOWER - PURCHASE ORDER - 9143853 (2)Fort Collins PURCHASE ORDER PO Number Page 9143853 1of2 This number must appear on all invoices, packing sli s and labels. Date: 10/15/2014 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: 10/15/2014 Buyer: PAT JOHNSON Note: Line Description Quantity Ordered UOM Unit Price Extended Price 3 Home Energy Reports 1 LOT LS 48,750.00 Q4 Print & Mail Fee LP Req.48283 4 Home Energy Reports 1 LOT LS 40,500.00 Q4 Print & Mail Fee Water Req.#48292 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 Total $89,250.00 Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 rehase Order Teral and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By samm the City ofFort Collins is exempt from state and local taxes. Our Exemption Number is 98-04502. Federal Excise 'I'as Exemption Certificate of Registry 84-6000587 is registertl with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Endures I973, Chapter 39-26, 114 (a). Goods Rejected, GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in transit, may be returned to you for cumin and art not to be replaced except upon receipt of written immuctions rut the City of Pon Collins. Inspection. GOODS are subject to the City of Fort Cdlin inspection on social. Final Accepanee. Raeipf of the merchandise, services; a cgmipnrcnt in response a this other can result in authorized payment on the pan of the City of Too Collins. However, it is to M understoad that FINAL ACCEPTANCE u dependent upon completion of all applicable remaiad inspection procedures. Freight Tom¢. Shipments must be F.O.B., City of Fair Collins, 700 Wood Sr, Fan Collins, CO 80522, unless .,he.. s,coined on this order. If permission is given to prepay freight and charge separately, the original freight bit must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Whom manufacturers have distributing points in varmas parts of the country, shipment is expected Gum the nearest distribution prim m saturation, and excess freight will be deducted from Invoice who shipments are made from grater distance. Permits. Seller shall practice at sellers sole cost all nec¢sary permits, cenificata and limns requited by all applicable lax,, regulations, ordinances cad roles Of the sham, municipality, mrhory or political subdivision when the work is performed, or required by any other duly constituted public authority having jurisdiction over the work of vendor. Sella further agrees to hold ]to City of Fort Collins rumbas from and against all liability and loss antinnnorsu ed by them by mama of fced or established violation of any ch laws, irplalions, ordinances, ales d mquiremenn. Authorization. All panic to this contact agree that the reparntatives are, in fact, Penn fide and possess full and complete summary to bind said ponies. LIMITATION OF TERMS. This Purchase Order expressly limit a<clp.. to the It. and achdo. sated Mrtin set form and any supplementary or additional Bans and conditions armexd hereto or incorporated herein by mfermce. Any additional Or different terms card condition, proposed by seller are objected to and hereby aimed. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to amve on your promised delivery date as noted. Time is of the essence. Delivery and perfamanec most be imam within the time stated on the purchase order and the documents attached hereto. No sets of the Purchasers including. without Imonation, acceptance of p:mial late deliveries, shall operate as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition to other legal sad equitable remedies, the option of placing this order elsewhere and holding the Seller liable fir dmagcs. However, the Seller shall not be liable for damages to a result of delays due, roues not reasonably foreseeable which ate beyond its reasonable control and without its fault of negligence, such sea of God, acts ofcivil or military authorities, Fovm mcnmI priorities, fires, strikes, Band, epidemics, wars or hots provided that notice of the condi6.m causing such delay is given to the Trafficker within five (5) days of the time when the ScHer Gras received knowledge thereof. In the event of any such delay, the dam of delivery shall In, amodd for the period Equal to Be time actually lost by eawn offe, delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, simples and/or other descriptions given, will be fit for the puryokes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar mime. The Sella agrees to hold the purchaser hannleas from any loss, damage or expense which the Purchaser may suffer Or incur on common claw Sellers broach of ounnot . The Seller shall replace, repair or make good, without cost to the prachaseq any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the terms of my applicable wormy pervaded by the Seller after the date of arceptance of the good famished hereuMer (acceptance not to lac occasionally delayed). resulting from imperfect or defective work done or materials f ished by Ore Seller. Aceepmme a use of goads by the Purchaser shall fair comparm a waiver ofany claim under this warranty. Except ss otherwise provided in this purchase order, the Sellers liability hereunder shall extend as all damages proximately mused by the breach of any of the foregoing isaaamles err guarantees, bun such liabil it, shall in na event include loss of profits or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchm, may make changes to legal terms by wrivcn change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, Offer am. legal corms, including addition m or deletions from the maraf ies originally oncred in the f,ecificanom or drawings, by verbal or written change order. If any such change affects the amount due or the time ofpedormame hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Parchaaa may at any time by written change Oder, tenth me this agmemem asto any or al portions of the goods then not shipped, subject to may equitable adjustment between the parties as to any work or materials then in progress Provided slut the Pumb:ser shall nor be liable for any claims for amictpated profits on the uncompleted potion of the goods ardor work, for incidental or consequential damages, and that no such adjustment b, made in favor of the Seller with respect to any goo3 which art the Sellers smndad slink. No such termination shall relieve the Purchaser or the Seller of any Orman obligation a to any good delivered hereunder. ]. CLAIMS FOR ADJUSTMENT. Any claim for djastrn,n mast In, asserted within Body (30) days from the date the change or mouniation is ordered. 8. COMPLIANCE WITH LAW. The Sella warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in shier compliance with all applicable laws and regulations to which the goods' are sobject.'lbe Seller shall execute and deliver such documents ss any be required to effect or evidence compliance. All laws and regulmions required to be incorporated in agreements of this character are hereby immemorial h,cm by this reference. The Seller agrees to indemnify and Mid the Purchaser hamtless from all cases tad damages suffered by the Purchaser as a moult of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, trefsfef, or convey this affair, a any monies due or to become due Remainder without the prior wTltren mrsent efthe other party. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser for all equipment, materials, and items famished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, secutiry interest encumbrances and claims archers. I I. NONWAIVER. Failure of the Purchaser in insist upon strict performance of to, terms and conditions hereof, failure or delay to exercisy rights or remedies provided human or by law, failure to promptly notify the Seller in the event of a breach,tthe acceptance ofor payment on goods hereanda or approval of the design, shall not release the Seller of any of the warranties or obligations of this purchase coder and shall not be deemed a waiver Of any right of the purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted, as to my prior or subsequent default hereunder, nor shall any puryoned cal modification or rescission of this purchase color by the Purchase operate ss a waiver of any of the terms hercof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Sella and the Purchaser recognize that in actual moment, pmetice, o erchrerges resulting from antitrust violations are in fact Nome by the Purchaser. Theretoforefor good cause and as consumption for executing this parcham ad,, the Sell, hereby assigns to the Purchaser any and all claims it may now have or bauxite, acquired under federal or state antitrust laws for such Overcharges reli ing in the particular goods or services purchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Sella to coned nonconforming or defective goods by a date as M agreed upon by the Purchaser and the Seller, and the Seller armada indicates its inability or unwilbagmess to comply, the Purchaser may cause the work to M performed by the most expeditious ream available to it, and the Sella shall pay all costs asso muted with such work. The Seller shill release the Tambour and is contractors of any tier from all liability and claims of any nature calling rut the performance fsuch work. This mlense shall apply even in the event of Malt of negligence of the party released and shall extend as the directors, Officers and employees of such "ay. The Sellers contractual obligations, including warranty, shall not be decoct to M reduced, in any way, because such work is performed or caused to be Perforated by the Produc . 14. PATENTS. Whenever the Sella is required to use any design, device, cameral a process covered by letter, patenk oademark Or copyright, the Seller shall indemnify and save harmless the Pumhmer from any and all claims for irfirm emmt by ocason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cast, expense or damage which it may be obligd to pay by maxon of such infringement at any time during the prosecution, after tole completion of the work. In car said equipment, or any pan nhe... I or the intended ne of the Goods, is in such suit held to constitute inGingement and the use of said equipment or pan is enjoined, the Seller shall, at its own expense and at its optic., either procure for she Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes noninfn'nging. I S. INSOLVENCY. If the Seller shall become mist a bankmpt, make an assignment for the benefit of creditors, appoint a receiver a tr ome fw any of the Sellers property or business, this order may fothavith be canmled by the Purchaser wimp., Iiabiliry. 16. GOVERNING LAW. The definition of lams used or the interpretation ofm, agreement and the rights ofall parties hereunder shall be combined under and governed by the laws of the State ofColomdo, USA. The following Additional Conditions apply only in am, where the Sell, is to perform work hereunder, including the services of Sellers Reprekenative(s), on the premises ofothem 17. SELLERS RESPONSIBILITY. The Sella shall any on said work at Sellers own risk =61 the same is fully completed sad accepted, and shall, in rase of any accident, desouction or injury to the work and/or materials bef Sellds final completion and acceptance, complete the work in Sellers own expense and to the satisfaction of the Purchaser. When materials and equipment are furnished by others for installation ar auction by the Seiler, the Sella shall receive, unload, store and handle same at the site and become responsible therefor in though such materials and/or equipment were being fomishd by the Sella 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 contrarian with the work covered by this purchase order, ari to Bela dependents in accordance with the laws of the sure in which the work is m be done. The Seller shall also carry comprehensive general liability including, but not limited to, contaccal and automobile public liability invana a with exalt, injury mad death limits of at least S300.000 roc cry one perxon, SSW.ono for any one accident and property damage limit per accident of S400,000. The Seller shall likewise capture his contraction, if any, to provide for such compensation and 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 ceniflcate that such compensation and insurance have been pmvidcd Such certificates, shall Verily the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance and be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire respoaibiliry and Iiabiliry fo any mW all damage, loss or injury crony kind a mmd. sdar er to person or mray caused by or resulting from toe execution of am wok provided for is this purchase order or in formation herewith. The Seller will indemnify and Mld hmadess the Purchaser and any , all of the Purchasers oMr., agents and employees from and against any and all claims, losses, damages, charges in expenses, whether direct or indirect, and whether to pefom or company to which the Purchaser may he put at subject by reason of any act, action. neglect, omission or default on the pan of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents of employees. In case any suit or other proceedings shall be brought against the Purchaser, or is oRcas,.,ca r, or employees at any time oa account or by retwn of any act, notion, neglect omission or default of the Seller of any of his contractors or any of its or their officers, agents or employees n aforesaid, the Sella hereby agrees to assume the defense thereof and to defend the same at the Sellers own expcnu, to pay any and all foots, charges, attorneys fees and other experems, my and all judgmmm that may be iaurrad by or obaiaed against den Pocfna or any of its or their officers, agms or employces in such suits or other proceedings, and in err judgment or other lien be platted upon or obaiad against fee property, ofthe Purchaser, or said parties in or n a fault of such suis Or other proceedings, the Sella will at Once sues 0m tame to b<dissolved and discharged by giving brand Or otherwise. The Seller and his contractors shall take all salter precaution, fumuh and iaall all guards rmesrry for the prevention of accidents, comply with all laws and regulation with regard to safety including, but without limitation, the Occupational Safety and Halth Act of 1970 and all roles and regulations issued pursuant therein. Revised 0112014