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HomeMy WebLinkAbout507242 CUSTOM SOLAR LLC - PURCHASE ORDER - 9153130 (2)city, 0 F&tC'otlins /10�� Date: 05/28/2015 Vendor: 507242 CUSTOM SOLAR LLC 2840 WILDERNESS PLACE SUITE F BOULDER CO 80301 PO Number Page 9153130 1o12 his number must appear on all invoices, packing slips and labels. Ship To: NATURAL AREAS CITY OF FORT COLLINS 1745 Hoffman Mill Road FORT COLLINS CO 80522 Delivery Date: 05/28/2015 Buyer: JOHN STEPHEN Note: Line Description y PV System PER TERMS AND CONDITIONS BID 8053 AND AGREEMENT DATED 5-15-15 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 6RU011Llly UOM Ordered 1 LOT LS Unit Price Extended Price 40,691.00 Total Invoice Address: 1.00 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Invoices @fcgov.com I. COMMERCIAL DETAILS, Tax exemptions. By statute the City of Fort Colliers is exempt from state and local taxes. Our Exemption Nomber is 98-04502. Federal. Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref, Colorado Revised Statutes 1973, Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to failure to med specifications, either when shipped or due to defects of damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of written instmamns from the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. Page 2 of 2 11. NONWADIER. Failure of the Purchaser to insist upon strict performance of the terrace and conditions hereor, failure or delay to exercise my rights or remedies provided herein or by law, failure to promptly notify the Sena in the event of a breach, the acceptance of or payment for goads hereunder or approval of the design, shall mot release the Sella of MY of the warranties or obligations of this purchase order and shall not be deemed a waiver of my right of the Purchaser to insist upon strict performance hereof or my of its rights or remedies as to any such goads, regardless of when shipped, received or accepted, as to my prior or subsequent defmh hereunder, not shall my purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of my of the terms hereof. Final Acceptance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized paynhent on the pare of the City or Fort Collins. However, it is to be understood that FINAL Seller and the Purchase recognize that in actual economic pnacticq overcharges resulting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations arc in fact home by the Purchaser. Theretofore, for good cane and as consideration for executing this purchase order, the Sella hereby assigns to the Purchaser my and all claims it may now have or hereafter Freight Terms. Shipments must be F.O.B., City of Fort Collins, 700 Wood St., Fort Collins, CO 80522, unless acquired under fedensl or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this Order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purclurser pursuant to this purchase order. bill most accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points 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 arc made from greater distance. Permits. Sella shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws, regulations, ordinances and mks of the state, mtmicipality, territory or political subdivision where the work is performed, Or required by my other duty constituted public authority having jurisdiction Over the work of vendor. Seller further agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by them by reason of an asserted or established violation of any such laws, regulations, ordinances, rules and requirements. Authorization. All parties to this contract agree that the represcritatives are, in fact, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and my supplementary or additional terms and conditiors annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by sell" 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 as noted. Time is of the essence. 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 ofpanial late deliveries, shall operate as a waiver of this prmision. In the event of my delay, the Purchma shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Sella liable for damages. However, die Sella shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which arc beyond its reasonable control and without its fault of negligence, such acts of God, acts of civil or military authorities, governments] priorities, firm. strikes, flood, epidemics, wars or riots provided that notice of the conditions causing such delay is given to the Purchaser within five (5) days of the time when the Sella 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 Sella warrants that all goods, articles, materials and work covered by this order will confonm with applicable drawings, specifications, samples andior other descriptions given, will be fit for the purposes intended, and performed with the highest degree of care and compelac, in accordance with accepted standards for work of a similar name. The Sella agrees to hold de purchaser harmless from my loss, damage or expense which the Purchaser my suffer m incur on account of the Sellers breach of warranty. The Sell" shall reph ice, repair or make good, without cost to the purchaser, any defers Or faults arising within one (1) year m within such longer period of time as ray be prescribed by law or by the terms of my applicable warranty provided by the Sella after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), rewiting from imperfect m defective work done Or materials furnished by the Sella. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of my of the foregoing warranties m guarantees, but such liability shall in on, 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 Purchaser may snake changes to legal terns by written change order. 5. CHANGES IN COMMERCIAL TERMS, The Purchases may make my changes to the terms, other than legal terns, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If my such change affects the amomt due or the time of perfomharoe hereunder, in equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by written change order, tarminate this agreement m to my or all portions of the goals then not shipped, subject to my equitable adjustment 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 profits on the uncompleted portion of the goods andlor work, for incidental or consequential damages, and that no such adjustment be trade in favor of the Sella with respect to my goods which are the Sellers standard stock, No such, termination shall relieve the Pmchasa or the Sella of any of their obligations as to my goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (A) days from the date the change or termination is Ordered 8. COMPLIANCE WITH LAW, The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods are subject. The Seiler shall execute Adel 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 ere hereby incorporated herein by this reference. The Sella agrees to indemnify and hold the Piuchasa harmless 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, transfer, or convey this order, Or my monies due or to become due hereunder without the prim written consent of Use other party. 10. TITLE. The Sella warrants fill, clear and unrestricted Gee to the Purchaser for all equipment, materials, and items furnished in performance of this agteemcmt, free and clear of any and all fiens, restrictions, reservations, security interest eacumbranaea and claims of odors. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. 1 f the Purchaser do" the Sella to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Sella, and the Seller thereafter indicates its inability or unwillingness to comply, the Purcha" may cause the work to be performed by the most expeditious rmeam available to it, and the Sella shall pay all costs associated with such work. The Sella 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 event of fault of negligence of the party released and shall extent to the directors, officers and employees of such party. The Seller's contractual obligations, including warranty, stash not be deemed to be reduced, in my way, because such work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Sella is required to use my design, device, material or process covered by letter, patent, trademark or copyright, the Sella shall indemnify and save harmless the Purchaser from any and all claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract, and shall uukmnify the Purchaser for my cost, expense or damage which it may be obliged to pay by reason of such infringement at my time during the prosecution or after the completion of the work. In case said equipment, Our My part thereof or the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or part is enjoined, the Sella shall, at its own expense and at its option, either procure for the Purchaser the right to continue using said equipment or parts, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Sella shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee for my of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terns used or the interpretation critic agreement and the rights of all parties hereunder shall be constroed under and governed by the laws of the State cf Colorado, USA. The following Additional Conditions apply only in cases where the Sella is to perform work hereunder, including the services of Sellers Represertative(s), on the premtises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Seller's own risk until the same is fully completed and accepted, and shall, in case of my accident, destruction m injury to the work andor materials before Seller's final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are furnisbed by others for installation or erection by the Sella, the Seller shall receive, unload, store and handle sate, at the site and become responsible therefor as though such materials ani equipment were being famished by the Sella under the order. 18. INSURANCE. The Sella shall, at his own expense, pmvire for the payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by U»s purchase order, andor to their dependents in accordance with the laws of the state in which the work is to be done. The Sella shall also retry comprehensive general liability including, but not limited to, contractual and automobile public liability in—. with bodily injury and death limits of at least S300,000 for any one person, $500,000 for my one accident and property damage limit pa accident of S400,000. The Setter shall likewise require his contractors, if my, to provide for such compensation and insurance. Before my of the Sellers Or his contractors employees shall do any work upon the premises of others, flue Sella shall Finnish the Purchaser with a certificate that such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires. The Sella 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 Sella hereby assumes the entire responsibility and liability for my and all damage, loss or injury of any kind or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indenumify and hold harmless the Purchasa and any or all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether to persons Or property to which the Purchasa may be put or subject by reason of my act, action, neglect, omission or, default an the pan of the Sella, my of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at my time on account Or by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or my of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defuse thereof and to defend the same at the Sellers own expense, to pay my and all costs, charges, attortcys fees and other expenses, my and all judgments that may be incurred by or obtained against the Pwvhasa or my of its or their officers, agents or employees in such wits or odee proceedings, and in case judgment or other lien be placed upon or obtained 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 discharged by giving bond or otherwise. The Sella and his contractors shall take all safety precautions, furnish 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 rules and regulations issued pursuant thereto. Revised 03/2010