HomeMy WebLinkAbout288418 COMVERGE TECHNOLOGIES INC - PURCHASE ORDER - 9150062PURCHASE ORDER PO Number Page
City of PURCHASE
9150062 ' of z
' `t Coll` ins
This number must appear
on all invoices, packing
sli s and labels.
Date: 01/07/2015
Vendor: 288418
Ship To:
ELECTRIC UTILITIES
COMVERGE TECHNOLOGIES INC
CITY OF FORT COLLINS
5390 TRIANGLE PARKWAY SUITE 300
700 WOOD ST
NORCROSS GA 30092
FORT COLLINS CO 80521
Delivery Date: 01/07/2015
Buyer:
PAT JOHNSON
Note:
Line Description
Quantity
Ordered
UOM Unit Price
Extended
Price
Intellisource Maintenance &
1 LOT
LS
21,925.00
Support Services for Q4 2015
(Q1-Q3 paid by SGIG Grant)
7328 Demand Response Solution
2 Intellisource Maintenance &
1 LOT
LS
21,925.00
Support Services for Q4 2015
(Q1-Q3 paid by SGIG Grant)
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
Total $43,850.00
Pay terms net 30 days
Invoice Address:
City of Fort Collins
Accounting Department
PO Box 580
Fort Collins, CO 80522-0580
Purchase Order Terns and Conditions
Page 2 of 2
1. COMMERCIAL DETAILS.
Tax exemptions. By statute the City of Fan Collins is exempt from state and local vexes. Our Exemption Number is
98-04502. Federal Excise Tax Exemption Comments of Registry 84-6000587 is registered with the Collector of
Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 114 (a).
Gaols Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of
damage in transit, may be resumed to you for credit and are not to be replaced except upon receipt of wrivm
instructions from the City Of Fan Collins.
htcpedon GOODS are subject to the City effort Collins inspection on arrival.
Final Acceptance Receipt ofthe merchandise, services or equipment in response to this order can result in
authorized payment on the part of the City of Fnn Collins. However, it is W be understood that FINAL
ACCEPTANCE is dependent upon completion of all applicable required inspection procedures.
Freight Terms. Shipments most be F.O.B., City of Fort Collins, ]0) Wood St., Part Collins, CO 90522, unless
otherwise modified on this order. If permission is given m prepay freight and charge separately, the original freight
bill most accompany invoice. Additional charges forpacking will not be accepted.
Shipment Distance. Where manufacturers have distributing points in varion, parts of the country, shipment is
expected from the nearest distribution point to destination, and excess freight will be deducted fmm Invoice when
shipments are made from greater distance.
Permits. Seller shall procure at sellers sale cost all necessary permits, certificates and licenses required by all
applicable laws, regulations, ordinances and rules of the state, municipality, territory 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 Fort Collins harmless fmm and against all liability and lass
incurred by them by on of an asserted or ed established violation of any each laws, regulations, ordinances, tales
end reason
requirements.
Authorization. All ponies to this contract agree that me representatives are, in fact, bona fide and possess full and
complete authority to bind said patties.
LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated
herein set ford and any supplementary or additional bums and conditions annexed hereto or incorporated herein by
relbrew, Any additional To diffusion, It—, and conditions proposed by seller are objected to and hereby rejected.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately if you cawam make complete shipment to drive on your
promised delivery date as; noted Time is of the essence. Delivery and performance must be of oobf within the time
stated on the purchase order and me documenn attached hereto_ No ads of the Purchasers including, without
limitation, acceptance of phial late deliveries, shall .pares as a waiver of this pmvifie, In the event artery delay,
the Purchaser shall have, in addition mother Is,[ and egmarble remedies, the option efflueing this order elsewhere
and holding the Seller liable for damages. However, the Seller shall not be liable far damages as a result of delays
due to causes not reasonably foroseeable which are beyond its reasonable control and without its fault of negligence,
such acts of God, acts ofeivil or military authorities, govemmmtal priorities, fires, strikes, flood, epidemics, wars or
one 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
extended for the period equal to the time actually lost by reason of the delay.
3. WARRANTY.
The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable
drawings, specifications, samples suffer 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 from my loss, damage or expense which the
Purcharer may suffer or incur on account of the Sellers breach of warranty. The Seller shall replace, repair or make
good, without nor to 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 torts of my applicable warranty provided by the Seller after the date of
acceptance of the goods famished hereunder nompmnee not to be unreasonably delayed), resulting most imperfect
or defective work done or materials famished by the Seller. Acceptance or use of goads by the Purchaser shall not
constitute a waiver of any claim wade this warranty. Except as otherwise provided in this puchase order, the Sellers
liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties
or guarantees, but such liability shall in no 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 Traducer may make changes to legal terms by written change order.
5. CHANGES IN COMMERCIAL TERMS.
The Purchaser may make any changes m the moms, other than legal terms, including additions to or deletions from
the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such
change officers the amount due or the ti... fperformance hereunder, an equitable adjustment shall be made.
6. TERMINATIONS.
The Purchaser may at any time by written change order, terminate this agreement as to my or all portions of the
gods then not shippd, subject to any equitable adjustment between the parties as to any work or materials then in
progress provided That the Purchazer shall not be liable for any claims for anticipated put's on the uncompleted
Portion of the goods surfer work, for incidental w consquemlal damages, and that w such adjustment be made in
favor of the Seller with respect to my goods which are the Sellers standard stock. No such termination shall relieve
the Purchase or the Seller of my oftheir obligations as to any goods delivered hereunder.
G. CLAIMS FOR ADJUSTMENT.
Any claim far adjustment must be asserted within thirty (30) days fmm the date the change or termination is
ordered.
8. COMPLIANCE WITH LAW.
The Seller warmnrs that all goods sold hereunder shall have been produced, sold, delivered ad fumished in strict
compliance with all applicable laws and regulations to which the goods me subject. The Seller shall execute and
deliver such documents in may be required to effect or evidence compliance. All laws and regulations required m be
incorporated in agreements of this chancier are hereby incopomted herein by Nis reference. The Seller agrees To
indemnify and hold the Purchase hannlove from all costs and damages suffered by the Purchaser as a result of the
Sellers failure to comply with such law.
9. ASSIGNMENT.
Neither party shall assign, brok er, or convey this order, or any monies due or to became due hereunder without the
prior writtm consent of the other parry.
10. TITLE.
The Seller warrants full, clear and unrestricted title to the Purchaser for all earthward, materials, and items fumished
in performance of this agreement free and clear of any and all liens, restrictions, reservations, memory interest
encumbrances and claims ofothers.
I L NONWAIVER.
Failure of the Purchase to insist upon strict performance of the toms and conditions hereof, failure or delay to
exercise any rights or remedies provided herein or by law, failure to promptly notify me Seller in the event of a
breach, the acceptance ofor payment for goods hereunder or approval ofthe design, shall not release the Seller of
any of the warranties or obligations of this purchase order and shall act be deemed a waiver of any right of the
Portland 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, rim shall any purported
and modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms
hereof.
12. ASSIGNMENT OF ANTITRUST CLAIMS.
Seller and the Producer recognize that in acrid economic practice, o ominatges resulting from antitrust
violations are in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing This
purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter
acquired under Rdeal or state antitrust laws for such overcharges relating to the particular goods or services
purchased or acquired by the Purchaser pursuant to this purchase order.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
Ifthe Purchaser directs the Seller to correct nonconforming or defective goads by a date 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 the work to be performed by the most expeditious means mailable to it, and the Seller shall pay ail
costs associated with such work.
The Seller shall release ilia Purchaser and its orotund... of any for firm 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 of such parry.
The Sellers co omeaual obligations, including warranty, shall not be deemed to be reduced, in any way, because
such work is performed 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 letter, patent, hndemork
or copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for inGngement
by reason of the use of such potmtd design, device, material or process in connection with the contract, and
shall indemnify the Purchaser for any east, expose or damage which it may be obliged to pay by reason of each
infringement at any time during the prosecution or alter the completion of the work. In case said equipment, or
any part thereof or the intended use of the gads, is in such suit held m constitute infringement and the use of
said equipment or pan is smoined, the Seller shall, at its own experrou and at its option, either procure for the
Purchaser the right to ermines using said equipment or pans, replace the same with substantially equal but
naninfringing equipment, or modify it so it becomes naninGtnging.
15. INSOLVENCY.
If me Seller shall became insolvent or haemtmpq make m assigmnent for the benefit of creditors, appoint a
receiver or Goatee for any of the Sellers property or business, this order may forthwith be canceled by the
Purchaser without liability.
16. GOVERNING LAW.
The definitions of terms used or the interpreatim of the agreement sad the rights of all parties herewder shall be
OuweJ uaderwd govemed by the laws ofthe Stab ofC.Iom ,USA.
The following Additional Conditions apply only in cases where the Seller is to perform work hereunder,
including the services of Sellers Representative(.), on the premises ofmhers.
17. SELLERS RESPONSIBILITY.
The Seller shall carry, on said work at Settees own risk until be same is fully completed and accepted, and shall,
in e of my accident, destruction or injury to the work and/or materials before Sellers final completion and
acceptance, complete the work at settees own expense and to the satisfaction of the Purchase, When materials
and equipment are furnished by others for installation or erection by the Seller, the Seller shall active, demand,
store and handle same at the site and become responsible therefor as though such materials and/or equipment
were being fumished by the Seller ceder 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,
and/or to their dependents m accordance with the laws of the some in which the work is to be done. The Seller
shall also carry comprehensive geoeml liability including, but not limited to, contractual and amomobile public
liability insurance with bodily injury, and death limits of at lean 5300,000 for any one person, S500,000 for any
one accident and property damage limit per accident of S400,000. The Seller 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 fumish the Purchase with a certificate
that such compensation and insurance have been provided. Such cenifiwtes shall specify the date when such
compensation and insurance haw been provided. Such cdifieams shall specify the date when such compensation
and insurance expires. The Seiler 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 ...in the entire responsibility and liability for any and all damage, logs or injury of any kind
or nature whanoever to persons or property caused by or resulting from the execution of the work provided for is
this purchase order or in connection herewith. The Seller will indemnify and bold harmless the Pumbaser and any
r all of the Purchasers officers, agents and employees from and against my and all claims, losses, damages,
ohacges or expenses, whether direct or rudiment, and whether to persons or property to which The Purchaser may
be put or 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 or employees. In case nay suit or other
proceedings shall be brought against the Purchazer, or its officers, agents or employees at any time on account or
by reomn of any act, action, neglect, Omission or default of the Seller of any of his contractors or any of in or
their officers, agents or employees as, aforesaid, the Seller hereby agrees to assume the defense thereof and to
defend the same at the Sellers own expense, to pay any and all costs, charges, ammucys fees and other expenses,
any and all judgments that may be incurred by or obtained against the Pardoner or any of its or their officers,
agents or employees in such ruin or other prosecutions, and in case judgment or other lim be placed upon or
obtained against the property, of the Purchaser, for said parties in or as a result of such suits or other proceedings,
The Seller will at code cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and
his commetom shall Coke all safety precautions, fumish and insist[ all guurds necessary for the prevention of
accidents, comply with all laws and regulations with regard to safety including, but without limitation, the
Occupational Safety cod Health Ad of 1970 and all tales and regulations issued pursuant thereto.
Revised 072014