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HomeMy WebLinkAbout105347 ITRON INC - PURCHASE ORDER - 3212198City of art Collins Date: 01/23/2012 PURCHASE ORDER Vendor: 105347 ITRON INC 2111 N MOLTER RD LIBERTY LAKE Washington 99019-9469 PO Number Page 3212198 1of2 This number must appear on all invoices, packing slips and labels. Ship To: WATER UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 01/20/2012 Buyer: OPAL DICK Note: THIS PURCHASE ORDER IS FOR THE PROCUREMENT OF GOODS AND/OR SERVICES, AS NEEDED DURING THE CURRENT CALENDAR YEAR. DOLLAR AMOUNTS SPECIFIED ARE ESTIMATES AND NOT A PROMISE TO PURCHASE ANY MINIMUM AMOUNT OF SUCH GOODS AND/OR SERVICES. Line Description Quantity UOM Unit Price Extended Ordered Price 1 2012 Blanket Order Software - Metering C3. Oi'le:-a2 � City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by James B. O'Neill ll, 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 1 LOT LS 20,000.00 Total 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. COMMERCIAL DETAILS. Tax exemptions. By stamtc the City of Too Collins is exempt from state and local taxes. Our Exemption Number is 11. NONWAIVER. 98-W562. Federal Excise Tax Exemption Certificate of Registry 84-60,00597 is registered with the Collector of Failure of the Purchnscr to insist upon strict performance of the tears and conditions hereof. failure or delay to Internal Revenue, Dcavcr. Colorado (Ref. Colorado Revised Statutes 1973. Chapter 39-26. 114 (a). exercise any rights or remedies provided herein or by law, fiihne to promptly notify the Seller in the rent Of a breach, the acceptance ofor 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 tine to defects of any of the w'arnntics or obligations of this purchase order and shall not he deemed a waiver of any right of the damage in transit, may be resumed to you for credit and arc not to he replaced except upon receipt of written purchaser to insist upon strict performance hercofor any of its rights or remedies as to any such goods, regardless instructions fmm the City of Fort Collins. of whm shipped, received or accepted. as to any prier or subsequent default hereunder. nor shill any purported oil modification or rescission of this purchase oiler by the Purchaser operate as a waiver of any of the terms Inspection. GOODS are subject to the City of Fort Collins inspection on anival. hereof. Final Aceepmncc. Receipt of the merchandise, 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. However. it is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting form antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations arc in fact home by the Purchaser. Thcretafare, for good cause and as consideration for executing this purchase oiler, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Tctns. Shipments must be F.O.B., City of Fort Collins. 700 Wool 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 scpamtely, the original freight purchased or acquired by the Pumhascr pursonat 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 manufacturers have distributing points in various pans of the country, shipment is If the Purchaser directs the Scllcr to correct nonconforming or defective goods by a date to be agreed open by the expected from the nearest distribution point to destination, and cxces freight will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser shipments arc 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. Permits. Seller shall procure at sellers sole cost all necessary permits, ecnificmics 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 Fair Collins harmless fmm and against all liability and loss incurred by them by reason Of tin asscned or established violation of any such laws, regulations, ordinances, rdcs and rcquimmcnt,. Aulhoriza ion. All parties to this contract agree that the representatives 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 any supplementary or additional term and conditions annaxcd hereto or inmgmned herein by reference. Any additional or different term 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 ofthe 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 of partial late deliveries, shall operate as a waiver ofthis provision. In the event of any delay. the Purchaser shall have, in addition to other legal and equitable rcmedics, the option of placing this order dsewhem and holding the Seller liable for damages. However, the Seller shall not be liable for damages as it 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 ofeivil or military authorities gos'emmental priorities. fires, strikes Rood, 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 cxtndcd for the period equal to the time actually lost by reason ofthc delay. I. WARRANTY. The Seller warrants that all goods, onicics, materials and work covered by this order will court tat with applicable drawings, specifications, samples and/or other description given, will be fit for the purposes intended, and petformed with the highest degree of can and compdencc in accordance with accepted standards for work of a similar nature. The Seiler agrees to hold the purchaser harmless from any loss, damage or expense which the Pumhaxcr may suffer or incur on account of the Sellers breach ofwarranty. The Scllcr shall replace, repair or make grad, without cost to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may he prescribed by Inv or by the terns ofany applicable warranty pmvidcd by the Seller ,Oct the date of acceptance of the good furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect Or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver of any claim under this warranty. Except as otherwise pmvidcd in this purchase Order, the Sellers liability hereunder shall exited to all damages proximately caused by the breach of any of the foregoing wam,mies or guaantces, but such liability shall in no sent 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 make changes to legal tents by written change order. 5. CHANGES IN COMMERCIAL. TERMS. The Purchaser may make any changes to the terms. other than legal tents, including additions to or fulcrums Tom the quantities originally ordered in the specifications or drawings. by verbal or written change nNer, If any such change affects the amount due or the time of performance hncunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchaser may at any time by wTinen change order. laminas., this agreement as to any or all potions of the ponds then not shipped, subject to any equitable adjustment between the panics as to any work or materials then in pmgress pmvidcd 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 he made in favor of the Scllcr with respect to any goods which are the Scllcrs standard stock. No such termination shall relieve the Purchaser Or the Seller ofany of their obligations is many goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be ascned within thirty (30) days fmm the date the change or mmtinntion is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all goo& sold henundm shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods arc subject. The Seiler shall execon, 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 Seiler agrees to indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser ;is a result of the Scllcrs failure to comply with such Inv. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, orally monies due or to became due hereunder without the prior written consent of the other party. 10. TITLE. The Seiler warrants full, clear and unrestricted title to the Purchaser for all equipment, materials, and items furnished in porfomtance of this agreement. free and dear of any and all liens. restrictions, msemations, security interest encumbrances and claims of others. The Seiler shall release the Purchaur and its contractors of any tier from all liability and claims of any nature resulting from the performance of sash work. This release shall apply even in the event of fault of negligence of the pony released and shall extend to the directors, oRccm and employees ofsuch party. The Seller's contractual obligations, including warmnry, shall not be deemed to he reduced, in any way, because such work is Perfomtcd or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Scllcr is required to ow any design, device, material or proses covered by letter. patent, hadcmad, or copyright, the Seller shall indemnify and save hamdes the Purchaser form any tired all claims for infringement by reason of the use of such mounted design. device, material or process in connection with the contact, and shall indemnify the Purchaser for any cost, expense or damage which it may be obliged to pay by reason of such infringement at any time during the prosecution or after the completion o(the work. In case said equipment, or any pan thereof of the intended use of the goods, is in such snit held to constitute infringement and the use of slid equipment Or pan is enjoined. the Seller shall, at its own expense and at its option, either procure for the Purchaser file right in 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 Seller shall become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or truatce for tiny of the Sellers property or business, this order mov forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions oftcrms used or the interpretation of the agreement and the rights ofall panics hereunder shall be constmed under and governed by the laws ofthe State of Colnmdo. USA. The following Additional Conditions apply only in cases svhcrc the SCllcr is to perfomr work hereunder. including life sen ices of Sellers Represcntative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Scllcr shall mrtv unsaid work at Seller'., own risk until the same is fully completed and accepted, and shall. in now of any accident, dcstmeuion or injury to the work and/or materials before Sellers final completion and acceptance, complete the work at Shccls 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 such materials and/or equipment were being furnished by the Seller under the order. IS. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers contmtesntion, including occupational disease benefits. to its employees employed on or in connection with the work covered by this purchase order. and/err to their dependents in accordance with the laws 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 bast S h),W for any one person, 5500.000 for any one accident and pmmcry damage limit per accident of S400.000. The Seller shall likewise require his contractors, if nny, to provide for such compensation and insunnce. Before any ruffle Scllcrs or his contractors cnmployecs shall do any work upon the premises ofothers, the Seller shall famish the Purchnscr with a ccoificale that such compensation and insurance have been provided. Such certificates shall specify the date when such compcn. ation and insuranm have been pmvidcd. Such certificates shall specify the date when such compnsmion and imarom c expires. The Scllcr agrees that such compensation and insaanec shall be mainfaincd until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsihility, and liability for any and all dmnngc, lass or Taney ofany kind or nature whatsmver to persons or property caused by or resulting from the cxceation of the work provided for in this purchase order or in connection herewith. The Seller will indcnmifv and hold hamdcss the Purchaser and any or all of the Purchasers officers, agents and employees fmm and against any and all claims, losses, damages. charges or expenses. whether direct or indirect, and whether to persons or propcny to which the Purchaser may be put m mbroct by reason of any act, action, neglect, omission or default on the pan of the Scllcr, any of his contractors, or tiny of the Sellers or contractors officers, agents or employees. In case anv 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 afnresxid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Scllcrs own espensc, to pay any and all costs, charges, attorneys fees and other cxmcnscs any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their aRicers. 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 Purchnscr, or said panics in or as a result of such suits or other proceedings. the Seller will at once cause the same to he dissolved and discharged by giving bond or otherwise. The Seller and his contactors shall take all .safety precautions, furnish and install all guards necessary for the pm%cntinn of accidents, comply with all laws and regulations with regard to safety including. bur without limitation, the Occupational Safety and Health Act of 197n and all rules and regulations issued pursuant thereto. Revised 03/2010