HomeMy WebLinkAbout548882 CEC SOLAR #1038 LLC - PURCHASE ORDER - 9147176Fort Collins
Date: 12/05/2014
Vendor: 548882
CEC SOLAR #1038 LLC
3005 CENTER GREEN DR SUITE 205
BOULDER CO 80301
PO Number Page
9147176 1 of 2
This number must appear
on all invoices, packing11
sli s and labels.
Ship To: ELECTRIC UTILITIES
CITY OF FORT COLLINS
700 WOOD ST
FORT COLLINS CO 80521
Delivery Date: 12/05/2014 Buyer: PAT JOHNSON
Note:
Line Description Quantity UOM Unit Price Extended
Ordered Price
1 Community Solar Program
Rebates Payments (Phase 1
Subscriptions)
1 LOT LS
475,000.00
Reservation of 2013-2014 funds for solar rebates to CEC solar garden subscribers pending completing and
operation of the project in 2015.
7556 Community Solar Garden
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
Pay terms net 30 days
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 DETAIIS.
Tax exemptions. By statute the City of Fort Collim is exempt from state and local tales. Our Exemption Number is
I L NON WAIVER.
99 o 502. Federal Excise Tax Exemption Certificate of Registry g4-6000587 u registered with the Collector of
Failure of the Purchmer W insist upon strict performance of me toms and conditions hereof, failure err delay to
Internal Revenue, Denver, Colorado (Ref. Colorado Revised Smtma 1973, Chapter 39-26, 114 (a).
exercise any rights or scorches provided herein or by law, failure to promptly notify the Seller in the event of a
breach, the accepulnc ofor payment for goods hereunder or approval of the design, shall not relasc the Seller of
Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when sh'ryped or due to defects of
any of the warranties or obligations of this pumhax order and shall not be deemed a waiver of any right of the
damage in uansit, may be retumcd W you for credit aW arc not W be replaced except upon receipt of werimen
purchaser to insist upon strict performance hereofor any offix rights or remedies in to my such good, regardless
imuucrions from able City of Fan Collins.
of whoa shipped received or accepted, as to my prior or subuqurnt default hereunder, ter shall my pmpnrted
oral modification or reuission of this purchase order by the Purchaser opeam res a waiver of my of the terms
Inspection GOODS not subject to the City official Collins inspection an ordeal.
hereof.
Final Acceptance. Receipt of the merehmdise, milita or equipment in response an this order an mutt in
12. ASSIGNMENT OF ANTITRUST CLAIMS.
authored payment on the pan of the City of End Collins. However, it is W be understood that FINAL
Seller and the Purchaser recogdtt that in wn economic prnetice, overch ages resulting film antiWst
ACCEPTANCE is dependent upon completion ofall applicable railroad] inspection pmccutes.
violations art in fact tome by the Purchmer. Theretofore, for good ease and as consideration fan exiting this
purchase order, the Seller hereby wrigas to toe Purchaser my and all claims it may now have or hrreaer
Freight Tema. Shipments must be F.O.B., City of Fon Collins, 700 Wood SL, Fort Collins, CO 80522, unless
acquire under federal or sum antitrust laws for such ovemharges relating to the particular good or silica
otherwise specified on this trader. If permission is given to prepay fight and charge separately, the original freight
purchased or acquired by the Purchaser pursuant to this purchase oi
bill most accompany imadle. Additional charger far trucking will rat be incepted
Shipment Distance. Where manufacturers have Monitoring polo in various pans of the country, shipment is
expected from the no mot distribution point to destination, and excess freight will be deducted farm Invoice when
shipments are made from greater distance.
Permits. Seller shall procure at sellers sole cost all necessary permits, certificate and licenses required by all
applicable taws, regulations, ordinances and roles of the sure, municipality, teriI., or political subdivision whore
Me work is performed, or required by any other duly constituted public authority havingjmi rdenon over the work
of vendor. Seller further agrees m hold the City of Fort Collins harmless form and against all liability and loss
incurred by them by reason of an assumed or established violation of any such laws, regulations, ordinances, rules
and rquirementa
Authorization. All parties to this contract agree that the representatives are, in fact, bona fide and possess full and
complete authority to bind said panics.
LIMITATION OF TERMS. This Purchme Older expressly limits acceptance to the terms and conditions sited
herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by
reference. Any additional or different terns and conditions propuss by seller are objected to and hereby rejected.
2. DELIVERY,
PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your
promised delivery date w awed. Time is of the essence. Delivery and performance nowt be effected within the time
state 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 of this provision. In the event of any delay,
the Franchise, shall have, in addition to other legal and equitable remens, the option ofplacing this order elsewhere
and holding the Seller liable for damages. However, the Seller shall not Ise liable for damages as a result of delays
due W causes Out mzmnably foreseeable which arc beyond its reasonable control and without its fault of negligence,
such acts ofGod, acts ofcivil at military auniontim, govemmenml prionties, Eves, strikes, Rood, epidemics, was or
noes provided due notice of the conditions coming such delay is given to the Purchaser within five (5) drys of the
time when me Seller Most received knowledge tberenf. In the event of any such delay, the date of delivery shall be
extends for the period equal to Jte time actually 1. by reason ofdre delay.
3. WARRANTY.
The Seller warrants that all goods, articles, materal, and walk covered by this under will cunfomr with applicable
dawings, specifratiom, samples author other descriptions given, will be fit fan the Proposes intended, and
Performed with the highea degree of cart and aomiseaence in accordmre with accepts suudard for work of a
similar ature. The Sella agrees an hold the purchaser harmless from my loss, damage or expewe which the
Purchases may suffer or incur on account of the Sellers Brach of warranty. The Seller shall reprice, repair or make
good, col lion cost to the purchaser, my dames or faults arising within one (1) year or within such longer period of
time m may be prescribed by law or by the InrrLa of my v,licabli, warranty provided by no Seller after the date of
acceptans, of the good homeland hereunder (acceptance not Or be umeammbly delays), resulting film imperfect
or deft Live work done or materials fumishs by the Seller. An epume M we of goad by the Purchases shall not
coundinte a waiver of any claim under Nis weri Except as otherwise provided in this pmchaso order, the Sellers
liability hereunder shall extend to all damages proxonce ly caused by the branch of my of the foregoing wartsnties
or gournmem, but such liability shall in no scar 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 Purchmer may make changes W legal terms by women change order.
5. CHANGES IN COMMERCIAL TERMS.
The Punhoser may make any changes to the terms, other than legal moms, including additions to or deletions from
the quantities originally ordered in the specifcations or drawings, by verbal or written change order. If any such
change affects the amount doe or the time of performance hereunder, in equitable adjustment shall be made.
6. TERMINATIONS.
The Purchaser may at any time by written change other, temtinate this agreement as to any or all portions of the
goods then not shipped, subject to any equitable adjustment between the parties as to any work or materials then in
progress provided that the Purchaser shall net he liable for any claims for anticipated profits on the uncompleted
portion orthe good condor work, for incidental or consequential demaga, and that no such adjustment be made in
favor of the Sollc, with expect to any good which art the Sellers standard stock. No such temminatim shall relieve
the Porchasa or the Seller of any of their obligations w to any goods delivered hereunder.
). CLAIMS FOR ADJUSTMENT.
Any claim for adjustment mast be marred within thirty (30) data from me date me change Or termination is
oadered.
& COMPLIANCE WITH LAW.
The Seller warrants mat all good sold hereunder shall have been produced, sold, delivered and f ishc in strict
ampliana with all applicable laws and regulations W which the goods arc subject The Seller shall execute and
deliver such documents as may be acquired! to effect or evidence compliance. All laws and regulations required to be
incorporated in agreements of this character are hereby ircarporets herein by this reference. The Seller agrees W
indemnify and hold the Purchaser humorless from all cows cod damage sifimad by the Purchaser us a ov.h of me
Sellers failure m comply with ouch lass.
9. ASSIGNMENT.
Neither party shall resign, transfer, or convey this order, or any mono due or W become due hereunder wnhou, the
prior written coruent of the other party.
10. TITLE.
The Seller warrants full, class and unrestricted title to me Pluchwer for all equipment. materials, and items firmishs
in perfirrionarrou of this agreement, f and clear of any and ell it., restrictions, reservation, sumnty intnat
mcumbrmces and claims of oilers.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
Ifthe Purchaser dimets the Seller to current nonconforming or defective goods by a date W be agreed upon by the
Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness 10 comply, the Purchaser
may nowe the work to be performed by the most expeditions means available W it and the Seller shall pay all
costs maaciated with such conk.
The Seller shall release the Purchaser and its contractors of any tier form all liability and claims of any nature
resulting from the performance ofsuch work.
This release shall apply even in the event of fault of negligence of the party released and shall extend to the
directors, officers and employees ofsuch party.
The Seller's contractual obligations, including warranty, shall not be deemed W be reduce, in any way, because
such work is perfommed 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 lever, paten,, trademark
or copyright, the Seller shall indemnify unit save hamiless the Furchaer from my and all claims for infringement
by lesson of the use of such patented design, device, material or process in connection with the contract, and
shall indemnify the Dominant for any cost, expense or damage winch it may be oblige to pay by rason ofsuch
infringement at my time during the powecutian or after the completion of the work. In case said equipment, or
any pan thereof or the intended we of the goods, is in such suit held to constituted infringement and the use of
said equipment or pan is enjoined, the Seller shall, an its own expene and at its option, either procure for the
Purchaser the right to continue using said equipment or pans, replace the same with substantially equal but
mninrringing equipment, or modify it air it becomes noninfringing.
15. INSOLVENCY.
If the Sella shall become insolvent or baNaup . woke an assiannism far the benefit of creditors, appoint a
realwar Or tmstee for any of the Sellers propmr, or bane., this order may forthwith be cancels by the
Purchaser without liability.
16. GOVERNING LAW.
The definitions officious used or the interyretation of the agreement and the rights of all parties hemunM shall be
cowkdm1 under and governed by the laws afthe State of Colorado, USA.
The folloxing Additional Conditions apply only in canses where the Seller is to perform work hereunder,
including the services of Sellers Represenurive(s), on the premises ofothers-
17. SELLERS RESPONSIBILITY.
The Sella shall airy on said work at Sellers own risk until me come is Sally ample of sod accepts, and shall,
to u of any accident, deduradom or njury an the work condor materials before Sellers final completion and
acceptance, complete the work at Sellers own extreme and or the satisfaction of the Furehsso. When material,
unit equipment am famished by others for installation or election by th< Sella, she Sella shall receive, unload,
store and handle same at the site and become responsible therefor as though such materials andror equipment
were bcingf ishc by me Seller under the order.
18. INSURANCE.
The Seiler 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 covers by this purchase under,
and/or to their dependents in accordance with the laws of the state in which the work is to be dune. The Seller
shall also carry comprehensive general liability including, but not limits to, contractual and automobile public
liability insurance with bodily injury and dads limits of at least $300,000 for any am person, S500,000 for any
one coident and property damage limit per accident of S400,000. The Sella shall likewise require his
contractors, 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 Finnish me Purchaser with a certificate
that such compensation and Imumnce have been provided. Such certificates stall specify 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 this, such compensation and insurance shall be maintains until ane the
entire work is completed and accepts.
19. PROTECTION AGAINST ACCIDENTS AND DAMAGES.
The Seller hereby resumes the entire sapoaibility and liability for my and all damage, loss or injury of any kind
or nature whatsoever to persons or progeny mused by or resulting from the execution afore work provided for in
this purchase order or in connection herewith. The Seller will indemnify and hold harmless me Parabola and any
r all of the Purchasers officers, agents and employees from and against my and all claims, losses, damages,
charges or expenses, whether direct or indirect, and whether W persons or property W which the Purchaser may
be put or subject by ream. of my act radon, neglect, omission or default on the pan of me Seller, any of has
contracors, or my of the Sellers or contractors officers, agents or ormloyeea In ase any it or omen
Proceedings shall be brought against the Purchaser, or am officers, agenn Or employees at any time on...I or
by revwn of any act action, neglect, omission Or default of the Sella of any of his conuactors or my of its or
weir offcers, agents car employees w aforesaid, the Seller hereby agree W assume the &ft. thereof rod to
defend the same at me Sellers own expense, to pay my and all on charges, amomays fees and other expenses,
any and all judgments Jut may be incurred by or rattans agaim, no franchiser or any of its or weir alfcers,
agents or employees in such suits or other poseedings, appal in core judgment or Warr had be placed upon or
Obtained against the property of the Pmclawer, Or said parties in or as a mul, of such sun¢ or oiler procecirips,
Me Seller will in owe ease the same to be dissolved sod dischargs by giving bond or otherwise. The Seiler and
his contractors shall We all safety Fluctuations, fumuh and imull all guards immonry for the prc admin of
accidents, comply wit all laws and rc,datiom with regard W safery including, but without limitation, doe
Occupational Safety ard Halm Act of 1970 and all cola and regulations issue pursuant Memo.
Revised 0)R014