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HomeMy WebLinkAbout491280 ELSTER SOLUTIONS LLC - PURCHASE ORDER - 9151833PURCHASE ORDER PO Number Page Clty Of9151833 t °f z F6r} Chis number must pac in 1 1�—J`_' ` " Collins�7 on all invoices, packing sli s and labels. Date: 03/30/2015 Vendor: 491280 Ship To: UTILITY SERVICE CENTER - WA ELSTER SOLUTIONS LLC CITY OF FORT COLLINS 208 S ROGERS LANDE 700 WOOD ST RALEIGH NC 27610 FORT COLLINS CO 80521 Delivery Date: 03/27/2015 Buyer: PAT JOHNSON Note: Line Description Quantity UOM Unit Price Extended Ordered Price water meter module 200 EA 100.4500 20,090.00 06105555 7189 Advanced Metering Infrastructure 06105555 32E2 MODULE, WATER METER, WALL MOUNT, SPADE CONNECTOR, WITH REMOTE WALL MOUNTING KIT FOR EACH MODULE. MODULE SHALL BE VERSION 2 HARDWARE OR LATER AND SHALL BE ABLE TO COMMUNICATE WITH ELSTER ENERGY AXIS AMI SYSTEM. ELSTER, EW102100000 (MODULE) ELSTER. EW100002000 (WALL MOUNTING KIT) 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 Total $20,090.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 invoices @fcgov.com Purchase Order Terms and Conditions Page 2 of 2 1. COMMERCIAL DETAILS. Tax exemptions. By statute the City of FortCollins is exempt frmn interest local nixes. Our Exemption Number is 11. 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 terms and conditions hereof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Satutea 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 ofthe design, shall not release the Seller of Goods Rejected GOODS REJECTED due to failure to meet specifications, either when shipped or due in defects of my of the warnings or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in transit, may be mounted to you for credit and we not to be replaced except upon receipt of written purchaser to insist upon strict performance hereof or my of its rights or remedies as to any such goods, regardless instructions from the City of Fort Collins, of when shipped, received or accepted, as to my prior or subsequent default hereunder, nor shall my purported oral modification or rescission of this purchase order by the Purchaser operate as a waiver of my of the temrs Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. 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 part of the City of Fort Collins. However, it is m be unders ood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resitting from antitrust ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. violations are in fact home by the Purchaser. Theretofore, for good cause and as consideration for executing this purchase order, the Seller hereby assigns to the Purchaser any and all claims it may now have or hereafter Freight Terms. Shipments most be F.O.B., City of Fort Collins, 700 Wood St., Fort Collins, CO 80522, unless acquired under federal or state antitrust laws for such overcharges relating to the particular goods or services otherwise specified on this order. Upermission is given an prepay freight and charge separately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order bill most accompany invoice. Additional charges for Packing will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Diatomic. Where manufacturers have distributing points in various parts of the comity, shipment is If the Purchaser directs the Sella to correct nonconforming or defective goods by a date to be agreed upon by the expected from the nearest distribution point to destination, and excess freight will be deducted from Invoice when Purchaser and the Seller, and the Sella thereafter indicates its inability or unwillingness to comply, the Purchaser shipments are made from greater distance. may cause the work to be performed by the most expeditious means available to it, and the Sella shall pay all costs associated with such work. Permits. Sella shall procure at sellers sole cost all necessary permits, certificates and licenses required by all applicable Iowa, regulations, ordinances and miles of the sate, municipality, territory or political subdivision when: the work is performed, or required by my other duly constituted public authority having jurisdiction over the work of vendor. Sella further agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by them by reason of an asserted or established violation of my such laws, regulations, ordinances, rates and requirements. Authorization. All parties to this contract agree that the representatives are, in fact, bona fide and poss'css full and complete authority in bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance in the terms and conditions stated herein set forth and my supplementary or additional terms and condition, annexed hereto or incorporated herein by referam. Any additional or different tears and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot snake complete shipment to arrive on your promised delivery date as noted. Time is of the essence. Delivery and performance most be effected within the time stated on the purchase order and the documents attached hereto. No was of the Purchasers including, without limitation, acceptance organist late deliveries, shall operate as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Sella liable for damages. However, the Seller shall not be liable for damages as a 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 of civil or military authorities, govemmeval priorities, fires, strikes, Flood, 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 Sella first reserved knowledge thereof. In the event of my such delay, the date of delivery shall be extended for the period equal to the fime actually lost by reason of the delay. 3. WARRANTY. The Sella warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples author other descriptions given, will be fit for the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work of a similar nature. The Seller agrees to hold the purchaser harmless from my loss, damage or expense which the Purchaser may suffer or incur on =want of the Sellers breach of warranty. The Seller shall replace, repair or make good, without cost to the purchaser, my 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 warranty provided by the Sella after the date of acceptance of the goods furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or maerials famished by the Sella. Acceptance or use of goods by the Purchaser shall not constitute a waiver of my claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of my of the foregoing warranties or guarantees, but such liability shall in no event 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 rake changes to legal terms by written change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms. other than legal terns, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any such change affects the amount due or the time of perfomance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The Purchase may at my time by written change order, terminate this agreement as many or all portions of the goods then not shipped, subject to any equitable adjustment between the parties as so any work or materials then in progress provided that the Purchaser shall not be liable for my claims for anticipated profits on the uncompleted 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 my goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to my goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment most be asserted within thirty (30) days from the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Sella warrants that all goods sold herestrider shall have been produced, sold, delivered and famished in strict compliance with all applicable laws and regulations to which the goods are subject The Sella 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 Sella agrees in indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a result of the Sellers failure m comply with such law. 9. ASSIGNMENT. Neither perry shall assign, transfer, or convey this order, or my monies due or to become due hereunder without the prior written consent of the other party. 10. TITLE. The Sella warrants full, clear and unrestricted title to the Purchase for all equipment, materials, and items furnished in performance of this agreement, free and clear of my and all liens, restrictions, reservationa, security interest acmnbraism and claims ofodurs. The Sella shall release the Purchaser and its contractors of my nice from all liability and claims of my nature resulting from the performance of such work. This release shall apply even in the event of fault of negligence of the parry released and shall extend to the directors, officers and employees of such party. The Sellers contractml obligations, including warranty, shall not be deemed to be reduced, in my way, because such work is performed or caused in be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letta, patent, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser from my 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 Purchases 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 of the work. In case said equipment, or any part thereof or the intended use of the goods, is in such suit held m 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 in so it becomes noninfringing. 15. INSOLVENCY. If the Seller sbal become insolvent or bankrupt, make an assignment for the benefit of creditors, appoint a receiver or trustee for my of the Sellers property m business, this order may forthwith he canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or the interpretation of the agreement and the rights of al I parties hereunder shall be constmed under and governed by the laws of the Sate of Colorado, USA. The following Additional Conditions apply only in cases where the Sella is to perform work hereunder, including the services of Sellers Representatoc(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 case of my accident, destruction or injury to the work and/or materials before Sellels final completion and acceptance, complete the work at Sellers own expense and to the satisfaction of the Purchaser. When mateials and equipment are Furnished by others for installation or erection by the Sella, 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 famished by the Seller order the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefit, 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 of the state in which the work is to be done. The Seller shell also carry comprehensive general liability including, but not llmiled to, contractual and automobile public liability insurance with bodily injury and death limits of at least $300,000 for my one person, S500,000 for my e accident and property damage limit per accident of $400,000. The Seller shall likewise require his contractors, if my, to provide for such compensation and insurance. Before my of the Sellers or his contractors employees shall do my work upon the premises of others, the Sella shall furnish the Purchaser with a certificate that such compensstion and insurance have been provided. Such catificales shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance expires. The Seller agrees that such compensation and insurance shall be maintained unfit after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage, loss or injury of any kind or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and my or all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchases may be put or subject by reason of my act, action, neglect, omission or default on the parr of the Seller, my of his contractors, or my of the Sellers or contractors officers, agents or employees. In case my suit or other proceedings shall be brought against the Purchases, or its officers, agents or employees at my fime on account or by mason of my act, action, neglect, omission or default of the Seller of my of his contractors or my of its or their officers, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same at the Sellers own expense, to pay any and all costs, charges, momeys fees and other expenses, my and all judgments that may be incurred by or obtained against the Purchaser or my 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 of the Purchaser, or said parties in or as a result of such suit or other proceedings, the Seller will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Sella 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 Occupational Safety and Health Act of 1970 and all rules and regulations issued pursuant thereto. Revised 03/2010