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HomeMy WebLinkAbout105347 ITRON INC - PURCHASE ORDER - 9122432PO PURCHASE ORDER 912243er Page City Of///��� 9122432 1 of z �} Collins This number must appear ` ` �7 on all invoices, packing slips and labels. Date: 04/25/2012 Vendor: 105347 ITRON INC 2111 N MOLTER RD LIBERTY LAKE Washington 99019-9469 Ship To: CUSTOMER INFORMATION & SE CITY OF FORT COLLINS 117 NORTH MASON STREET FORT COLLINS Colorado 80524 Delivery Date: 04/25/2012 Buyer: / OPAL DICK Note: Line Description Quantity UOM Unit Price Extended Ordered Price t Itron Maintenance 1 LOT LS/ 11,736.18 April 1,2012 - March 31,2013 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 Total $11.736.18 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 xtamte the City of Fort Collins is exempt fmm state and local lava. Our Exemption Number is I I. NONWAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Failure of the Purchaser to insist upon strict performance of the teens and conditions 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 laver. failure to promptly notify the Seller in the event of n 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 .specifintiorw, either when shipped or due to defects of any of the wamntics err obligations of this purchase order and shall not he decmcd a eoivcr Many right of the damage in transit, may be mounted to you for credit and arc not to be replaced except upon receipt of written Purchaser to insist upon strict perfomiance Imrcnf orany of its rights or remedies as to any such goods, regardless instructions from the City OfFort Collins of when shipped. received or accepted. as to any prior or subsequent default hereunder. nor shall any parpnmd oral 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 for, Collins inspection on arrival. hereof. Final Acceptance. Receipt of the merchandise, services or equipment in respone to this outer can result in 12. ASSIGNMENT OF ANTITRUST CLAIMS. authorized payment on the pan of the City of Fort Collins. However. it is to be undrounotl that FINAL Seller and the Purehuxer rcorgnize that in actual economic perches., overcharges resulting fmm antitnist ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures. violations are in fact borne by the Purchaser. Theretofore, for goal cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it any now hate or bcrcnftcr Freight Tears. Shipments must he F.O.B.. City of Fort Collins, 700 WOOL St., Fort Collins CO 80522. unless required under federal or state antitntst Imes for such overcharges relating to the particular goods Or services otherwise specified on this older. If permission is given to prepay (might and charge separately, the original freight purchased cr 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 manufachimm have distributing points in various pans of the country, shipment is Uthe Purchaser dircds the Scllcr to conect nonconforming or defective goods by a date lobe agreed upon by the expected fmm the nearest distribution point to destination. and excess freight will be deducted fmm Invoice when Purchaser and the Seller and the Scllcr thcrea0er indicates its inability or nnwillingncxs to comply. the Purchaser shipments arc made from greater distance. may cause the work to be performed by the most expeditious means mailable to it. and the Seller shall pay all costs asxmimacd with such work. Pcmits. Seller shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable laws regulation, ordinances and roles 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 Fon Collins harmless from and against all liability and loss incurred by them by reason of an osscned or established violation of any such laws, regulations, onlinanees. mlcs .ad requirements. AnihorizVion. All panics to this contract agree that the representatives are, in foes, bona fide and possess full and complete anhority to bind said panics. LIMITATION OF TERMS. This Pu¢hnse Order expressly limits acceptance to the terms and condition,, stated herein set forth and any supplemeutary or additional terms and conditions annexed hereto or incorporated herein by reference. Any additional or different terms and conditions proposed by scllerme 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 aad performance must be effected within the time stated on the purchase order and the documents co aeh d hereto. No acts of the Purchasers including, without limitation, acceptance ofpanial late deliveries, shall operate as a waiver of this provision. In the event of any delay. the Purchaser shall have, in addition mother kcal and equitable remedies, the option ofplacing this over elsewhere and holding the Seller liable for damages. However, the Seller .shall not be liable for damages as a rcwlt of dclay:s due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence. such acts of God. acts ofcivil or militaryanth Critics, governmental Prioritie, Bres, strike, flood, epidemics, oars or riots pmvidcd 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 knoolodne thereof. In the event of any such delay, the date of delivery shall be extended for the period equal to the time actually lost by reason ofthe delay. 3. WARRANTY. The Seller wamnts 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 porpoises intended, and perfomed with the highest degree of care and competence in accordance with accepted standard., for work of a similar nature. The Seller agrees to hold the purchaser hamlcs, fmm any loss, damage or expense which the Purchaser may stiffer or incur on account of the Scllcrs breach of wamnty. 'rhe Seller shall replace, repair or make good. without cost to the purchascr. any defects or faults arising within one (1) year or within such longer period of time as may be prescribed by law or by the terms of any applicable wamnty provided by the Scller after the date of acceptance ofthe goods furnished hereunder (acceptance not to be unreasonably delayed), resulting front imperfect or defective work done or materials furnished by the Seller. Acceptance or use of gaols by the Purchaser shall not constitute a waiver ofany claim under this warranty . Except as otherwise provided in this purchase order, the Sellers liability hrnvndtt shall extend to all Aamago, proximately caused by the breach of any of the foregoing wamntics or guarantees, but such liability shall in no event include Inns ofproEts or Inc c(uec. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANCES IN LEGAL TERMS, The Purchascr may make changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TF. RMS. The Purchaser may make any changes to the terms, other than legal terms, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change artful. If any such change affect the amount due or the time of performance hereunder, an equ itahle adjustment shall he made. 6. TERMINATIONS. The Purchaser may at any time by written change order, teminate this agreement as to any on all portions of the goods then net shipped, subject to any equitable adjustment between the panics as to any work or materials then in pmgress provided that the Purchascr shall not be liable for any claims for anticipated prefix on the uncompleted portion of the goods and/or work, far incidental or consequential demmnes, and that no such adjustment be made in free of the Scllcr with respect to any goods which are the Scllcrs standard stock. No such moninolion shalt relieve the Purchascr at the Seller of any of their obligations as to any goods delivered hacanda. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asscncd within thirty (30) days from the date the change or termination is ordered. R. COMPLIANCE WITH LAW, The Seller wamnts that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable Imes and regulations to which the moods are subject. The Seller .shall execute and deliver such documents as may be required to effect or evidence eomplianec. All laws and regWatinns required to he incorporated in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser homeless fmm all cost and damages suffered by the Purchaser as a result of the Sellers failure to comply with such tau'. 9. ASSIGNMENT. Neither parry shall assign, transfer, or convey this order, or any monies due or to become due hereunder without the prior written consent ofthe other party. 10. TITLE. The Seller warm am full. clear and unrestricted till, to the Purchaser forall equipment, materials and items famished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest erwumbranees and claims of others. I lie Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting fmm the performance ofaich work. This relcxae shall apply even in the event of fault of negligence of the part' released and shall extend to the directors, officers and employees cfsuch party. The Seller's contractual obligations, including warranty, shall nil be deemed to be reduced, in any way, because such work is performed or caused to be performed by the Purchaser. 14. PA "TENTS. Whenever the Seller is required to use any design, device, material or patens covered by lener, patent, trademark or copyright, the Seller shill indemnify and save haadess the Purchaser front any and 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 formic cost, expense Or damage which it nay be obliged to pay by reason of such infringement at any time during the prosecution or a0cr the completion ofthe m'ork. In case said equipment. or any part thereof or the intended use Of the goods, is in such sill held to constitute infringement and the use of mid 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 pans. replace the same with substantially equal bill ro ninfringing equipment, or modify it so it becomes mounfringing. 15. INSOLVENCY. If the Seller shall hccome insolvent or bankntpt, make On assignmcnl 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 oftcrow used or the intcrprctation ofthc agreement and the rights of all panics hereunder shall be consmed ander and gmemcd by the Imes Mthe State of Colo ado, USA. The following Additional Conditions apply only in cases where the Seller is in perform work hercundcr, including the services MScllcrs Rcprcsentative(s), on the premises ofothers. 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 ease of anv accident, destruction or injury to the work and/or materials before Sdicrs final completion mul acceptance, complete the work at Sellers own expense and to the satisfaction ofthe Purchaser. When materials and equipment arc famished 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 foom,hed by the Scllcr under the aide,. IR. INSURANCE. The Seller shall, at his own expense, provide far the payment of workers contpensition, including occupatiomal 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 laws ofthe state in which the work is to be done. The Seller shall also carry comprehensive general liability including. but not limited to, contractual and antomobile public liability insurance will, hodily injury, and death limits of at least Si00.010 for any one person. 5500.000 for any one accident and Property damage limit per accident of 5400,000. The Seller shall likewise require his contractors, if any, to provide for .such compensation and insumncc. Before any of the Sellers or his conractors eapinyecs shall do any work upon the prcni ices Of others. the Seller shall Finnish the Purchaser with a certificate that such eonnpcmxation and insurance have been provided. Such certificates shall .specify the date when such compensation and insurance have been provided. Stich cenifintes shall specify the date when such compenmtinn and insurance expires. The Seller agrees that such compeomtian and insurance shall he maintained until ancr the entire work is completed and accepted. 19. PROTECTION AGA INS r ACCIDENTS AND DAMAGES. l'he Scllcr hercbv assumes the entire responsibility and liability totally and all dam.'ige, loss or injury of any kind or name whatsoever to pcnons or Property caused by or resulting from the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold hnrmlesx the Purchaser and any or all of the Purchascn oRccol. agents and employees fmm and against any and all claims, losses, damages, charges or expenses. ,belher direct or indirect and whether to persons err property to which the Purchascr may be pill or subject by reason of any act, notion, neglect, omission or default on the pan of the Scllcr, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In case any split 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 net, action, neglect, omission or default of the Seller of nay 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 m the Seller, own expense, to pay any and all costs, charges, attorneys fees and other expenses. any and all judgments that may be incurred by or obtained against the Purchascr 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 ofthe Purchascr. or said panics in or as a result ofmch suits or other procadings. the Seller will at once erase the same to be dissolved and discharged by giving bond or otherwise. The Scllcr rind his contractors shall take all safety prtemnions, furnish and install all guards necessary for the prevention of accidents. comply with all Imvs and regulations with regard to safety including. but without linitation. the Occupational Safety and Ibealth Act of 1970 and all roles and regulations issued pursuant thereto. Revised 03/2010