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HomeMy WebLinkAbout105347 ITRON INC - PURCHASE ORDER - 9122102PURCHASE ORDER PO Number Page City of PURCHASE 9122102 1 of z `t Collins This number must appear on all invoices, packing slips and labels. Date: 04/11/2012 Vendor: 105347 ITRON INC 2111 N MOLTER RD LIBERTY LAKE Washington 99019-9469 Ship To: ELECTRIC UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS Colorado 80521 Delivery Date: 04/11/2012 Buyer: JAMES HUME Note: Line Description Quantity UOM Unit Price Extended Ordered Price 1 Invoice 235448 1 LOT LS 8,606.02 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Ordcr Tcnns and Conditions Page 2 of 2 I. COMMERCIALDETAIIS. Tas exemptions. By strata, the City of Fan Collins is escnpl from state and local Ices. Our Exemptinn Number is 98-M 502. Federal Excise Tax Esemptiaa Ccnifcatc of Registry 84-6000587 is registered with the Collector of I atonal Revenue, Denver. Cnlomda (Ref. Colorado Revised Stnmtcs 1973, Chapter 39.26, 114 (a). Goods Rejected. GOODS REJECTED due to failure to meet .specifications, cithu when shipped or disc to defects of damage in transit. mxv be returned to you for credit and arc not to be replaced except upon receipt of written instructions from the City Of Fan Collins. Inspwico GOODS Are, subicm to the City of Fort Collins inspection on arriva 11. NONWAIVER. Failure of the Purchaser to insist upon strict wrannares, of the terms and conditions hereof. failure or delav to esercise any rights or reawdics provided herein or by law, failure to promptly notify the Seller in are event of n breach, the acceptance ofm payment for goods hereunder on approval ofthe design, shall not release the Seller of any Of the warranties or obligation., of this purchase order And shall not be decmed a waiver of any right of the purchaser to insist upon strict performance hercofor any of its rights or remedies as to any such goods. regardless of when shipped, received or accepted. as to any prior Or subsequent default hereunder. nor shall any Purports oral mOdifmanion or rescission of this purchase order by the Purchaser anemic as a waiver of any 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 payment on the pan of the City of Fan Collins. However. 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 of All applicable acquired inspection procedures. violations are in fact borne by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchnser any and all claims it may now have or heneaner Freight Terms. Shipments must be F.O.H., City of Fan Collins, 700 Wood SL, Pon Collins. CO 80522. unless acquired under federal or stale antitrust laws for such overcharges relating to the Particular goods or services othmviw specified on this order. If permission is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchau order. bill must accompany invoice. Additional charges for packing will not be accepted. I3. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance. Where manufaeft rcrs have distributing points in various pans Of the country, shipment is If the Purchaser directs the Seller to cones, nonconforming or defective goods by A date to be agreed upon by the expected from the nevcn distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Scllcr, and the Seller thereafter indicates its inability or unwillingres to comply. the Purchaser shipments are made front greater distance. may cause the work to be perforated by the most expeditions means available to it and the Seller shall pry all costs associated with such ,ark. Permits. Seller shall prnetne at w1hn, sole cost all necessary pcmmits. ecnificates and licenses required by all .applicable laws, regulations, ordinances and rules of the state, municipality, territnryry or political subdivision where the work is performed, or required by anv other duly constituted public authority having jurisdiction over the work of vendor. Seller funhcr agrees to hold the City of Fon Collins harmless from and against all liability and loss incurred by them by reason of an awned or established violation of any such laws, regulations, ordinances. mles and requirements. Authorization. All parties to this contract agree that the representatives are. in fact, bona fide and possess full and complete authority to bind slid 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 Scllcr are objcelc<I to and hereby rcjcacxl. 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 perfmmancc most be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, withmd limitation, acceptance ofpanial late deliveries. shall operate as a waiver of this prevision. In the event of ary delay. the Purchuer shall have, in Addition to other legal and equitable remedies the option o(pincing this order elsewhere and holding the Seller liable for damages. Hmwver. the Seller shall not be liable for damages as a result of delays due to causes not reasonably faresecable which a c beyond its reasonable control and withoul its fault afnegligenee. such acts of Gad. acts of civil m military authorities, l osemescntal Fanatics, frcs strikes, fund, 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 perind equal to the time actually last by reason of the delay. 3. WARRANTY. The Seller warms that all good, 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 care and compctcnce in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which The Purchaser may suffer or incur on account of the Scllcr., breach of wamnw The Seller shall replace, repair or make good, without cast to the purchaser, any defects or faults Arising within one (1) year or within such longer puiod of time as may be prescribed by law or by the terms ofnny applicable warnay provided by the Seller after the dote of Acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not Constitute a waiver Ofany claim under this ,.am fly. Esccpt a otherwise provided in this purchase order, the Scllcrs liability hcrcunder shall extend to all damages unwirenicly caused by the breach of Any Of the Foregoing warmntics oar guarantees, but such liability shall in no event include loss ofprofits at 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 Icons by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, other than legal terms, including Additions to at deletions front the quantities originally ordered in the speci OeaNnns or drawings, by werbal or written change oNer. If any such change affects the amount duc Or the time of performance hereunder. an equitable adjustment shall be made. b. TERMINATIONS. The Purchaser may at any time by written change order, terminate this agreement As to any or all portions of the goods then not shipped, subject in anv equitable adjustment between the panics as to any work or materials then in pms greprovided the the pnchaser shall not be liable for any claims for anticipated prift on the so contplcicd 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 good which are the Scllcrs standard stock. No such lernar ation shall relieve the Purchascr oar the Seller ofnny aftheir obligations as to any goods delivered haetmdcr. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be atscncd within thirty (30) days from the date the change or termination is entered. R. COMPLIANCE WITH LAW. The Seller wastesratat all goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the ^_nods are subject. The Seller shall execute and deliver such documents as may be required to effect or evidence compliance. All lawsand regulations required to be incngwmted in agreements of this character are hereby incorporated hucia by this reference. The Scllcr agrees m indemnify and hold the Purchaser hamilcss from all crusts and damages suffered by the Purchascr as a result of the Scllcrs failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, transfer, or convey this order, many monies due or to become due hereunder without the prior written consent of the other puny. 10. TITLE. The Seller warrants full, clear and unrestricted title to the Purchaser for all equipment, materials and items furnished in performance of this agreement. free and clear of any and All liens, restrictions. reservations, security interest encumbrances and claims of Others. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performmAcc Of such work. This release shall apply even in the event of fault of negligence of the party released and shall extend to the directors, offer. and employees Of such party. The Seller's conimclual obligations, including warranty. shall not be decmed to be reduced. in any way, because such work is performed or caused to be perfomcd by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, patent, hadenmrk or copyright, the Seller shall indemnify and save h.armlcsa the Purchaser from any. mad All 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 on damage which it may be obliged to pay by reason ofsuch infringement at any time droning the prosecution or ancr the completion of the work. In ease said equipment or any part thereof or the intended use of the goods, is in such snit 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 said equipment or parts, replace the same with substantially equal but noninfringing equipment, or modify it so it becomes Aoainfringing. 15. INSOLVENCY. If the Seller shall become insolvent or bankrupt, make An assignment for the hcnc ftl 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 oftemis used or the interpacntion ofthe Agreement and the rights ofall panics hcramder shall be consumed under and governed by the laws of the State of Colorado, USA. The following Additional Conditions apply only in eases where the Seller is to perform work hereunder. including the services Of Sellcrs Reprcsentativc(s). on the premises ofmhcrs. 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 any accident destmuion or injury in the work And/m materials before Seller's fund 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 insmllmion or carman 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. 19. INSURANCE. The Seller shall, at his own expense. provide for the payment of workers compensation, including occupational dimaxe benefits, to its employees employed on or in connection with the work entered by this purchase order. and/or to their dependents in accordance with the laws of the slate in which the work is to be done The Seller shall also carry comprehensive general liability including, but Ant limited in, contractual and automobile public liability insurance wins hsvtily injury and death limiw of at Tenet 5300,000 for any one person, $500,000 for arty one accident and maNny damage limit per accident of S400.000. The Seller shall likewise require his contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his cio rotors employees shall da nny work upon the premiss of whets, the Seller shall famish the Purchaser with a certificate That such compensation and insurance have been provided Such ecnificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the data when such eonpenmtinn and insurance expires. The Seller agrees that such corpramation and insurance shall be maintained until ancr the entire work is completed and accepted. 19. PROTECTION AGA INST ACCIDENTS AND DAMAGES, I he Seller hereby Assunmca the entire responsibility and liability for any and col damage. loss or injury of any kind manure whmsocvor to persons or propcny caused by or resulting from the csccution of the work providd for in this purchase order or in connection herewith. The Seller will indemnify and hold harndc<, the Purchaser and any or All of the Purchasers officers, apents and employees from and against any and all claims, losses. damages, charges or expenses, whether direct or indirect, and whether to prsons or property to which the Purchaser may be pat or subject by reason of any net, action. neglect, omission or default on the pan of the Seller, any of his contractors, or am, of the Sellers or contractors officers, agents or employees In case any suit or other Proceedings shall be brought against the Purchascr, on its officers, agents or employees AI Any time on account or by reason of any act action, neglect omissina 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 nt the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses. any And all judgments That may he inamed by or obtained Against the Pun bowr or any of its or their Officers. agents or employees in such suits or other proceedings. And in case judgment or other lien he placed upon or nbnined Against the propcny of the Purchaser. or said parties in or as a result of such suits or other proceedings, the Seller will at once cruse the same to be dissolved and discharged by giving bond or otherwise. The Seller 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 Oecupmianal Safety and Health Act of 1970 and all miss and regulations issued pureuanl Ihcmho. Revised 01/2010