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HomeMy WebLinkAbout188156 WOODWARD INC - PURCHASE ORDER - 9145806 (2)Fort 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 Buver: PAT JOHNSON Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 IDAP Design Incentive 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 1 LOT LS 35,332.00 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. COMMERCIALDETAILS. Tax exemptions. By statute the City of Pon Collins is exempt from state and local faxes. Our Exemption Number is 98-04502. Falwal Excise Tax Exemptiun Certificate of Registry 84 6000582 is registered with the Collector of Ise—[ Revenue, heaver, Colorado (Ref Colorado Revised Secure 1973, Chapter 39-26, 114 (a). Good Rejected. GOODS REJECTED dam to failure to meet specifications, either xNea shipped or due to defects of damage in boost, may be rewmed to you for credit and arm not to he replaced except upon receipt of written instructions from the City ofFon Collins. Inspection. GOODS arc subject to the City ufFvn Collins inspection on arrival. Final Acceptance. Receipt of the merchandise, services ar equipment intaponam to this order can vault in enhanced payment on the pan of the City of Fan Collie. However, u is . be understoad that FINAL ACCEPTANCE is dependmt upon.,lot.. of all applicable required Romagna pco edures. Freight Tema. Shipments most he F.O.U., City of Fan Callon, 700 Wed St., Fort Collins, CO 80522, unless otherwise specified net this order. If permission is given to prepay freight end charge separate, he original freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pans of the country, shipment is expected from the nearest distribution point to destination, and excess freight will he deducted from Invoice when shipments are made from greener distance. Permits. Seller shall practice at sellers sole cost all necessary permits, monfimtes it far. ""red by all applicable laws, regulations, ordinance and roles of the state, municipality, lertimry or political subdivision where the work is performed, or required by any other duly constituted public authority havingjurishcuon over the work of vendor. Seller limber agrees to hold the City of Fon Collins hmmlies from and against all horlil and loss zeduseaso ed by them by rn of an asserted or established violation of any such laws, regulations, ordinances, rates requirements. Authorization. All parties 0 this contract agree that the representative are, in fac4 beta fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS. This Pureh.e Order expressly limits accepancc to the team and conditions Ailed herein set forth and any supplementary or additional terms and condition, annexed hereto or incmpoaited herein by refermm. Any additional or different erms and conditions proposes! by seller are objected to and hereby rejected, 2. DELIVERY. PLEASE ADVISE PURCHASEG AGENT immediately Byron cannot make complete shipment to arrive on your premised delivery date as noted. Time is of the essence. Delivery and performance must he effected within the time setW on the purchmc order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance of Wial late deliveries, shall operate as a waiver ofthis Provision. In the event of any delay, the Purchmer shall have, in addition to other legal and quotable remedies, the option effluent, this order elsewhere and holding the Sella liable for damages. However, the Seller shall not be liable for damages as a rain, of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts of Gal, an, of civil or military authorities, governmental routines, Tres, strikes, Rood, epidemics, wars or riots provided that nmice of the conditions coming such delay is given w the Purchaser within five (5) days of the time when the Seller fire received knowledge thereof In the event of any such delay, the doe of delivery shall he exlmdW for the period egad w the time actmlly 1.1 by reamn of the delay. 3. WARRANTY. The Seller warrants teal all gods, adults, materials and work covered by this order will Lambert, with applicable drawings, specifications, samples and/or other descriptions given, will be fit for the purposes intended, and perforated with the highest degree of cafe and competence in accofdince with accepted standards for work of a similar mount. The Seller agrees to hold the purchaser hmmkxs from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of waemnry. The Seller shall replace, repair or make good, without ever to the purchaser, my defects or fa dis arising within one (1) year or within such longer'Lartad of time. may he prescrihd by law ar by the tome ofmy applicable wumanty provided by the Seller after the dam of cumepfanre of the good famished herevnder (acceptance not to be unseasonably delayed), resulting from im,afi t or defective work done or materials famished by the Seller. Acceptance or use of goods by the Pureemer shall not omtime, a waiver of any claim under this warranty. Except m 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 romances or guarantees, but such liability shall in no event include loss of profits or Ids of me. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4, CHANGES IN LEGAL TERMS. The Purchmer may rake change to legal Lama by carmen change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the Imes, other than legal m a including dditions to or deletions from the quantities origi redly ordered in the apart rotations or drawings, by cabal m written change order. If any such change affects the amount due or the time ofperforenanee hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Pureh.er may at my time by xrben change other, mtmimte this agreement m to any or all poniom of the goods then not shipped subject a my amiable influencing between the panics as to any work or materials then in progress provided that the Purchaser shill not he liable for any door, for anticipated profits co the m x mpleed puatlon office goods and/or work, for incidental or consequential damages, and Real no such adjustment be made in favor of the Seller with copectto any goods which are the Sellers standard stock. No such metrication shall relieve the Pomhmer ar the Seller of any of their obligatio. a to any goods delivered hereunder. T. CLAIMS FOR ADJUSTMENT. Any cldm for adjustment most he asserted within thin, (30) days Imm the doe the change or temtimtion is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all good sold hereunder shall have been produced, sold, delivered and Stamboul in strict compliance with all applicable laws and regulations 0 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 hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all casts and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither Entry shall session, transfer, or convey this other, a my monies due or to become due hereunder without the prior wrinen consent of the other party. 10. TITLE. The Sella warrants full, clear and umatricted tide in me Purchaser for of equipment, mutedals, and items famished in pedbrun a of this agreement. firmand clear of any aced all he., resviniom, reservationsse , curity human mre encubccesc and claimms of others. 11. NONWAIVER. Failure argue Purchmer, to insist upon stun performance of the terms and conditions hereof, failure or delay to exercisy rights or remedies provided herein or by law, failure to promptly many the Seller in the event of a branch,anNe acceptance oforpayment for goods hereunder or approval office design, shall not release the Seller of any of the wanantia or obligations of this purchase order and shall not he deemed a waiver of any night of fire purchaser to insist upon strict performance traveler any of its rights or remedies as to my such goods, regardless of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any purposed oral modification or rescission of this purchase order by the Purchaser oilmen, as a waiver of any of the temrs hereof l2. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchmer recognize that in actual economic practice, overcharges moulting from antionst violations art in fact home by the Purchaser. Therewfine,for good cause acd as consideration for executing this purchase other, the Seller hereby assignas in the Purchaser my and all claims it may now have or hereafter acquired under federal or state anrimsr laws for such mamhmga rending to the pasicular good ar services purchased or acquired by the Purchaser pursuanuo this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or deraive goad by a date to he agreed upon by the Purchaser it the Sella, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may rouse the work to he performed by the most expeditious means available to it, and the Seller shall pay all cosu associated with such work. The Seller shill release the Forewarn and its containers of any tier from all liability and claims of any nature mountain, from the performance of such work. This redeme shall apply even in the event of fault of negligence of the party released and shall extend to the dbecmrs, officers and employees ofsuch party. The Selleh cammand Obligation, including warranty, shall rot be diamond as he tobacco, in on, easy, became such work is performed or caused to be performed by me Purchaser. 14. PATENT S, Whenever the Soler is required to use any design, device, Lowered or wevess covered by letter, patent, trademark or copyright, the Seller shell indemnify and save harmless the Purchaser from any vad al I claims for infringement by reason of the use of such patented design, device, material or process in connection with the contract, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of Loch infringement at any time during the prosecution or after me completion of the work. In case said equipment, or any pan thenaf or the inmudW use of the good. is in such suit held is merman , inMngement aM the use of said equipment or pm is enjoined, the Seller shall, at its own expense and in its option, either procure for the Purchaser the right to continue using said equipment or pans, replace the mine with substantially equal but nonin(n-vging equipment, or modify it so it becomes noninfnnging. 15. INSOLVENCY. If the Seller shall become insolvent or haWwpt, make an assignment for the benefit of creditors, appoint a mareiver or trustee for any of the Sellers popery or business, this order may forthwith b, canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions oftcrtns used or the interpretation of the agreement and the rights of all Portia hereunder shall he construed under and governed by the laws ofthe State ofColomdo, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services of Sellers Re,rammu rivex), oa the .is. af.Ixg, 12. SELLERS RESPONSIBILITY. The Seller shall canyon said week or Sellers own risk .,it the same is fully completed aW accepted, it shall, in cam of any eccidenr, dauuctiot m injury as the work and/or materials before Sellers fwl completion and acceptance, complete the work at Sellers awn expense and to the satisfaction of the Purchaser. When materials and equipment are famished by others for installation or erection by the Sellea the Seller shall receive, unle id, amre and handle same al the site nnd became oupoosible therefor as though such materials and/or equipment were being famished by the Seller under the ender. 18. INSURANCE. The Sella shall, at his own expense, provide for the payment of workers exmparsalion, including asumatloml disease benefits, to its employees employed an m w connection with the work covered by this purchase order. and/or to their dependents in accordance with the taws of thc state m which the work is w be, done. The, Seller shall also carry enmprehnrsive general liability including, but not limited to, centaicmal and automobile public liability insurance with bodily injury and death limns a at least S300,000 for any ate person. S500,000 far any one accident and properly damage limit per accident of S400.100. The Seller shall likewise require his contractors, if my, to provide for such compensation and imumnce. Before any of the Sellers or his contractors employees shall do my work upon the premise of others, the Seller shall fiuoish the Purchaser with a cereficmc Nat such compematio aW insumnic have been provided. Such certificates shall specify, the date whom such compensation and imumnce have Latest provided. Such renifenles atoll specity the dte when such comper amid and assurance expires. The Seller agrees that such ore tion and commerce shall be maintained unfit after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assume the entire responsibility and liability for any and all damage, lass or injury of any kind or suture whauoever to persons or progeny caused by or resulting from she execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Poulower anal my in all of the Purchrowas officers, agents aud employees from aW against my and all claims, losses, damage. charges or expenses, whether direct or imlical, aW whether to Rawas a pmpeny on which the Parchinger may be put or subject by reason of any act, action, neglect, omission or default on the prat of the Sella, any of his contractors, or arty of the Sellers or cmnmcmrs officers, agents or employees. In case my suit or other proceedings shall be brought against he Purchaser, or its officers, agents or employees at any time on account or by mason of any act, action, neglect, omission or default of the Seller of my of his contractors or any of its ur their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend me same at the Sellers own expense, to pay any it all cots, charges, dwmi fees and other expenses, my aud of judgmens thing may be, incurrtd by or obmicwd agai.t the Purchmn or any of its or thew officers, ages or employees in such suits or other pmeeWings, and in case judgment or other lim he placed upon or obtained atlantic the pmpeny ofine Purchaser, or said panic in or is a result of such suits at other proceedings. the Seller will at matt cocoa the same to be, dissolved and discharged by giving bard or otherwise. The Seller and his contractors shall eke all safety precautions, famish and install all guards necessary for the prevention of accidents, comply with all laws and regain..., with regard to safety including, but without limitation, the Occupational Safety and Health Act of 1920 and all roles and regulations issued pursuant therew. Revised 07n014