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HomeMy WebLinkAbout477716 EATON CORPORATION - PURCHASE ORDER - 9117109City of For/t Collins PURCHASE ORDER Date: 11/30/2011 Vendor: 477716 EATON CORPORATION ATTN: JESSICA KRAMER 3 EAST 1000 CHERRYINGTON PARKWAY MOON TOWNSHIP Pennsylvania 150108 Delivery Date: 11/30/2011 Note: Line Description Grant Partner Reimbursements based on anticipated funding scope of work, Partner Matchin/ntributions, etc. RCL� Q. oi�s� City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO 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 PO Number Page 9117109 1of2 This number must appear on all invoices, packing slips and labels. Ship To: EL,ECTRIC UTILITIES Y OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Buyer: UOM Unit Price 1 LOT LS Total Invoice Address: OPAL DICK Extended Price 130,186.32 130.186.32 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 L COMMERCIAL DETAILS. I I. NON WAIVER. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is Failure of the Purchaser to insist a strict (ormancc of the terms and conditions hereof, failure or delay to98-04502. Federal Excise Tax Exemption Certificate of Registry 84-601)(1587 is registered with the Collector of upon per Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statue, 1973. Chapter 39 26, 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly autify the Seller in the wear of a breach, the acceptance of or payment for goods hereunder or approval of the design, shall not release the Seller of Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or duc to defects of any of the warranties or obligations of this purchase order and shall not be doomed a waiver of any right of the damage in transit, may be reamed to you for credit and are not to be replaced except upon receipt of written purchaser to insist upon strict performance hereof or any of its rights or remedics as to any such goods, regardless instructions from the City of Fort Collins. of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. hereof. Final Acceptance. Receipt of the mcrehandiw, services or equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins. HOUTvcq it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice. Overcharges resulting from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection pmccdums. violations are in fact home by the Purchaser. Thcrctofne. 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 Freight Terms. Shipments most be F.O.B., City of Fen Collins, 700 Wood St.. Fort Collins, CO 90522, unless acquired under federal 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 (might purchased or acquired by the Purchaser pursuant to this purchase order. bill must accompany invoice Additional charges for packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance Where manufacmmrs have distributing points in various parts of the country, shipment is If the Purchaser directs the Seller to correct nonconforming or defective good by a date t0 be agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thcrea0er indicates its inability mumvillingness to comply, the Purchaser shipments are made from greater distance. may cause the work to be performed by the most expeditious means available to it, and the Seller shall pav all costs associated with such work. Patrols. Seller shall procure at sellers mlc cat all necessary permits. certificates and licenses required by all applicable laws, regulations, ordinances and rates of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly constitumd public authority having jurisdiction over the work of vendor. Seller fun acr 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, onlinanecs. ndes and rcquiremcntx. Authorization. All parties to this contract agree that the representatives arc, in fact. bona Ode and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed 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 as noted. Time is of the essence. Delivery and performance most be effected within the time stated on the purchase Order and the documents attached hereto. No acts of the Purchasers including without limitation, acceptance of panial 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 and equitable remedies, the option ofplaeing this order elsewhere and holding the Seller liable for damages. However, the Seller 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 Gad, acts ofcivil or military authorities, governmental priorities, fires, strikes, food, 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 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 last 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 and/or other descriptions given, will be fit for the purposes intended, and performed with the highest degree of cam and competence in accordance with accepted standards for work of a similar aware. The Seller agrees to hold the purchaser harmless from any lass, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of waranty. The Seller shall replace, ¢pair Or make good. without cost to the purchaser, any defects or faults arising within one (I) year or within such longer period of time es may be prescribed by law or by the terms of any applicable warranty provided by the Seller after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or dcfmtive work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver ofany 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 any of the foregoing mmotatics or guarantees, but such liability shall in no event include loss nfpmfis or loss of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANCES IN LEGAL TERMS. The Purchaser may make changes to legal tans by written change order. S. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the toms, other than legal tans, including additions to or deletions form the quantities originally ordered in the specifications or drawing. by verbal or written change Order. If any such change affcets the amount due or the time ofperfomance hereunder. an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by wrmcn change order, terminate this agreement as to any or all portions of the gads then not shipped, subject to any equitable adjustment bnwcen 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 and/or work, for incidental or consequential damages, and that no such adjustment be made in favor of the Seller with respect to any gads which arc the Scllcrs standard stock. No such termination shall rel icvc the Purchaser or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) 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 Seller shall execute and 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 are hacby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser 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 parry shall assign, ransfer, or convey this order, or any monies due or to become due hereunder without the prior written consent of the other parry. 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, security interest encumbrances and claims of others. The Scllcr shall release the Purchaser and is contractors of any tier from 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 party. The Seller's connachaal obligations, including warranty, shall not be deemed to be reduced, in any way, hccausc 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 Icncr, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser form any and all claims for infringement by mason of the use of .such patented design, device. material or process in connection mith the contract, and shall indemnify the Purchaser for any cost. expense or damage which it may be obliged to pay by reason ofsuch infringement at any time during the prosecution or ancr the completion of the work. In case said equipment, or any pan thereof or the intended use of the good, 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 mid equipment or parts, replace the mare with substantially equal but noninfringing equipment, or modify it so it becomes noninfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver Or trustee for any of the Sellers property or business, this order may forthwith he canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation ofth<agreement and the rights ofall panics hereunder shall be construed underand governed by the laws of the State ofColomdo, USA. The following Additional Conditions apply only in cases where the Seller is t0 perform work hereunder, including the services of Scllcrs Represenmtive(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall tarty on said work at Seller's own risk until the same is fully completed and accepted, and shall. in case of any accident, dc9mction or injury to the work and/or 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 arc furnished by others for installation or erection by the Seller, the Seller shall receive, unload, store and handle same at the site and become responsible therefor as though soeh materials and/or equipment were being furnished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own eepense, pmvidc for the payment of workcm 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 in accordance with the Imes of the state in which the work is to be done. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at (cast S300.W6 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 contactors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any wort: upon the premises of others, the Seller shall furnish 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 pmvidcd. Such certificates shall specify the date when such compensation and insurance expires. The Seller 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 asmmca the entire responsibility and liability for any and all damage, loss or injury ofanv kind or nature whatsoever to persons or property caused by Or resulting from the execution ofrhe work provided for in this purchase order or in connection herewith. The Seller will indemnify mad hold harmless the Purchaser and anv or all of the Purchasers olBcem, ngcnts and cnmloyccs 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 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 contactors, or any of the Sellers or contractors atfcers, agents or employees. In case any suit or other proceedings shall be brought against the Purchaser, or its officers, agents or employees at any time on account or by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Scllcrs own expense, to pay any and all costs, charges, anomcys hxa and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser or any of its Or their officers, agents or employees in such suits or other proceedings. and in case judgment or other lien be placed upon or obtained against the property of the Purchaser, or said panics in or as a result of such suits or other proceedings. the Seller will at once use the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, famish and install all goads necessary for the prevention of accidents, comply with all lases and mpilations with regard to safety including, but without limitation, the Occupational Safety and health Act of 1970 and all talcs and regulations issued pursuant thereto. Revised 03/2010