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HomeMy WebLinkAbout188156 WOODWARD INC - PURCHASE ORDER - 9145806Fort Collins Date: 10/08/2014 Vendor: 188156 WOODWARD INC 1000 EAST DRAKE RD PO BOX 1519 FORT COLLINS CO 80525 PURCHASE ORDER PO Number Page 9145806 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: ELECTRIC UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS CO 80521 Delivery Date: 10/07/2014 Buyer: PAT JOHNSON Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 IDAP Design Incentive 1 LOT LS 35,332.00 ,'fit, P14 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 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 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is I L NON WAIVER. 98-04502. Federal Excise Tax Exemption Canifica a of Registry p.,,,,587 6 registered with the Collector of Failure of the Purchaser to inin No smlcl performance of fe terms end carbon. hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref Colorado Revised Statutes 1973, Chapter 39-26, 114 (a). exercise any rights or remedies provided herein or by law, failure to promptly notify the Seller in the event 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 spacificaums, either when shipped or due to defects of any of the waranlias or obligations of this purchase order and shall not be deemed a waiver of my fight of be damage in Ransil, may be reamed to you for credit and are not to be replaced except upon receipt of carmen purchaser to main, upon strict performance herrofe, any writs rights orrrmafes a to any such good, regardless instructions fmm the City effort Collins. of when shipped, received or ecepted, as to any prim or subsequent defaull 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 ofFort Collins inspection on arelval. hereof. Final Acceptance. Receipt of the merchandise, services an equipment in response to this order can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. outhodaed payment on the pan of the City of ran Collins. However, it is to be understood that FINAL Seller and the Purchase recognize that in xOrml economic practice, mercharges resulting from mourest ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations arc in fact home by the Purchaser. FeMemfore,for good cause and as consideration for executing this purchase order,, the Seller hereby assigns to be Purchaser any and all claims it may now hire or hereafer Freight Terms. Shipments most he F.O.B., City of Fan Collins, 700 Wood Sr, Fon Collin, CO 80522, anless acquired under federal or some dnl{trual laws for such overcharges relining to fe particular goods or services othervnse specified oa this term. If permission is given an prepay freight and charge separately, the impost freight purchased or acquired by the Purchaser pursuant to this purchase order. bill mat accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Whrm manufacturers have disuiion, points in cachous pan of be mumry, shipment is expected from be m aresm distribution point to destination, and excess freight will be deducted from Invoice when shipments arc made from greater distance. Permits. Seller shall procure at sellers sole cost all necessary pennies, certifcates and frame, required by all applicable [ax,, regulations, ordinances and tales ofthe stem, municipality, territory or political subdivision where ,he work is performed, n orquited by any other duly continued public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Ton Collins harmless from surd against all liability and loss incurred by them by reason of i n assured or aoblished violation of any such laws, regulations, inchworms, tales and requirements. Authorrzinrn. All ponies to this contract agree that the representatives are, in fact, born fide and p0—. full and complem.,he.,, to bind said panic. ].IMITATION OF TERMS. This Purchase Order expressly limits aceeptance to the to. and mMitioa sited herein set forth and any supplementary or additional corms and conditions annexed hereto or inmrpomaed herein by mfiamnce. Any additional M diffi en, a— and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY, PLEASE ADVISE PURCHASRG AGENT immediately ifyou cannot make complete shipment to arrive on your promised defeat, data us noted. Time is of elm essence. Delivery and performance must be effected within the time stated on the purchase order and the documents auachrd hereto. No acts of the Purchasers including, without limitation, acceptance of,w ial late delivenrs, shall operate a as —is,, offis provision. In the men, of any delay, the Puchaser shall have, in addition to other legal and cvRimbl, remedies, the option of,uiciag this order elsewhere ..,it holding the Seller liable for damages, However, the Seller shall not be liable for damages as a result of delays due I. causes no, reasmmbly foreseeable which are beyond its reasonable control and wifma its foul, of negligence, such acts of mod, acts of civil or military authorities, 6ovemmmcd pnonlms, fires, strikes, flood, epidemics, wars or riots provided ,bat notice of the condition 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 ofany such delay, the date of delivery shall be extended fo, the pentad equal to be time actwl ly Inn by reason offer 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 fl for the, purposes intended, and performed with be highest degree of care and competence in accordance with accepted mordants fro work of a similar ware. The Seller agrees to hold the purchaser hmmless fmm any loss, damage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach of warranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults union, within one (I) year or within such longer period of time as may In, presented by law err by be tams of any applicable waanry provided by be Seller alley the date of eceptaace of the guods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or ere of goods by the Purchaser shall not institute 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 ouad by be breach of my of be mail oing warmntias or guarmori, but such liability shall in no event include loss ofpmfie or lass of use. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALT. APPLY. 4, CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terms by waimen change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaseroo May make any changes Ica the msthan legal obe, tlegal terms, including addoi or defeliwaa fmm the gwmifrs onginally ordered in the specifications or drawings, by verbal or women change mode. If any such change affects the amount due or the time ofperformance hereunder, an available adjustment shall be made. 6. TERMINATIONS, The Purchaser may m any time by written change order, terminate this agreement as to any or all random of be goods then no, shipped, subject on any equitable adjustment between the panics as to any ..,it or mmerinis then in progress provided mat the Purchaser shall not be liable for my chains for anticipated profits on the uncompleted portion of the goods and/or work, for incidental or consequential damages, and bit no such adjustment he made in favor of be Seller with respect to any goads which are be Sellers standard stock. No such mreniwtion shall relieve the Purchase or be Seller of may oftheir obligations as to any goods delivered hereunder. t. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days fmm the dine be change or lamination is ordered. 8. COMPLIANCE WITH LAW. The Seller wananrs that all goofs sold hereunder shall have been produced, sold, delivered and fumishm in inner compliance with all applicable laws end regulmion to which be good are subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All laws and regulation required to be incorporated in agreements of this character are hereby incorporated herein by this reference. The Seller agrees to indemnify and hold be Purchaser harmless from all cats and damages suRertrl by Re, Purchaser as a result of me Sellers failure to amply with such law. 9. ASSIGNMENT. Neither parry shall resign, number, or convey this order, or any monies due or in become due hereunder wihout be Prior wnmrn contractor ofbe other parry. 10, TITLE. The Sella warrants full, clear cad utuamcted title m be Purchaser for all equipment, marmots, and items fmnuhed in performance of this agreement, fire and clear of any it all lien, restrictions, reservations, security muccest encumnbmncm and claims of others. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Ifthe, Purchaser agrees the Seller to corral nonconforming or defectve goods by a date to be agreed upon by be Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may muse the work to be performed by the moll expedition mean available to it, and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors of any Tier fmm all Imbilill and claims ofany nature resulting rum the petformana of sucM1 wmk. This o lase shall apply even in the at of fault of negligenee of dw pony releaad and shall extend to the directors, offices and employees afsuch parry. The Seller's contractual obligation, including warrant, shall not be deemrd to be reduced in any way, because such work is performed or oused to be perfonnM by the Purchae. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by lemcr, parent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser fmm any and all claims fro infringement by crown of the use of such planted design, device, material or process in renneclion war the contract, and shall indemnify the Purchase for any cost, expense or damage which it may be obliged to pay by reason afsuch infringement at any time during the promemitn or after the completion of the work. In case said equipment, or any pan former or the intended use of the good, is in such sail held m constitute infringement and the use of said equipment or pat is minimal, the Seller shall, in its own expense and at its option, either prison, for the Purchaser the right to continue using amid equipment or parts, replace the same with substantially equal but noninfringing equipment, or modify it sin it becomes noninfringing. IS. INSOLVENCY. If be Seller shall become insolvent or bankrupt, make an assignment for be bcrefil of creditors, appoint a receiver or trustee for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser wihout liability. 16. GOVERNING LAW. The definitions ofterms used or the interpretation of the agreemem and the rights of all ponies hereunder shall be construed under and gocemed by be laws of the Some of Colorado, USA. The following Additional Condition apply only in uses where the Sella is to perform work hereunder, including the services of Sellers Re,mernmtir,B), on the premises ofmhers. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said wort: at Sellers own risk until be same is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work coder materials before Seller's final completion and acceptance. complete me work at Seller's own expense and to the satisfaction of the Purchaser. When materials and equipment are founded by tamers for installation an arimmir by be Seller me Seiler shall recelve, unload, a. and handle same at be site and biome responsible brother as mouth such tw¢nals and/or equipment wave being fumishrd by be Seller under the order. 18. INSURANCE. The Seiler shall, at his own expense, provide for be payment of workers compensation, including mcuptional disease benefits, to its employees employed an or in connection with the work mccord by this purchase order, ardor to their dependents in accordance with me laws of be suite in which the work is to be done. The Seller shall also Marty comprehensive general liability including, but not limited to, contraeual and amtomubile public liability insurance with bodily injury and death limits of at least $3W M for any one person, $500,000 for any one accident and propeng d mage limit per accident of S400.000. The Seller shall likewise require his conamomx, if any, to provide lot such compensation and insurance. Before any of the Sellers or his contractors employees shall do my work man be preen ins of others, be Seller shall furnish be Pumhnsm with a certificate bar such mmpeuation and insurance have been provided. Such certificate, shall specify be date when such mmpemmion and insurance have been provided. Such certificates shall specify the dam when such compensation and insurance expires. The Scller agrees that such compensation and insurance shall be, maintained until oiler the entire ..,it is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby tasumm the entire responsibility and liability fur any and all damage, loss or injury of any kind wean, whatsoever in person or property crowd by or resulting fmm the execution of be work provided for in this purchase order or in connection herewith. The Seller will indnmtify and hold harmless the Purchaser anal any r ail of the Purchasers efforts agents and employees from and agaiml may cad all claims, Irises, damage, charges or ex,amers, whether dire,, or indirect, and whether to persons ar property to which the Purchaser may be put or subject by reason of any act, action, neglect, omission or default on fe pre of be Seller, any of his con,mamors, or any of be Sellers or contractors officers, agents or employees. In Mine any suit or other proceedings shall be brought against be Purchase, or its offms, agents or employees at any time on account or by ream n 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 be same at be Sellers own expeme, to pay any and all cue, charges, enorneys fees and Ober expereara, any and all judgments that may be incurred by or obtained against be Purchaser or any of am or their officers, agents or employees in such suits or other proceedings, and in tale judgment or other lim be placed upon or obtained against the property ofthe Purchnen or said panic in or as a result of such suits or other proceedings, be Seller will at once cause be same to be dissolved and discharged by giving band or otherwise. The Seller and his contmmors shall make all safety precautions, famish and install all guard necessary for be prevention of accidents, comply wif all laws and regulation with regard to s.fery including, but without limitation, the Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant ferino. Revised 6712014