HomeMy WebLinkAboutC2018-007 - 1/16/2018 - Approved 8
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* : ?_III_ SUPPLY AGREEMENT NO. 1391
V"'r
Purchase of Gas Meters
ra°si
THIS Purchase of Gas Meters Supply Agreement ("Agreement) is entered into by
and between the City of Corpus Christi, a Texas home-rule municipal corporation
("City") and Wilnat, Inc. ("Supplier"), effective upon execution by the City Manager
or the City Manager's designee ("City Manager").
WHEREAS, Supplier has bid to provide Gas Meters in response to Request for Bid
No. 1391 ("RFB"), which RFB includes the required scope of work and all specifications
and which RFB and the Supplier's bid response are incorporated by reference in this
Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in ifs
entirety.
NOW, THEREFORE, City and Supplier agree as follows:
1. Scope. Supplier will provide Gas Meters in accordance with the attached
Scope of Work, as shown in Attachment A, the content of which is incorporated
by reference into this Agreement as if fully set out here in its entirety. "Goods,"
"products", and "supplies", as used in this Agreement, refer to and have the
same meaning.
2. Term. This Agreement is for 24 months. The parties may mutually extend the term
of this Agreement for up to two additional 12-month periods ("Option Period(s)"),
provided, the parties do so in writing and prior to the expiration of the original
term or the then-current Option Period. The City's extension authorization must
be executed by the City Manager or designee.
3. Compensation and Payment. The total value of this Agreement is not to exceed
$271,600.00, subject to approved extensions and changes. Payment will be
made for goods delivered and accepted by the City within 30 days of
acceptance, subject to receipt of an acceptable invoice. All pricing must be in
accordance with the attached Bid/Pricing Schedule, as shown in Attachment B,
the content of which is incorporated by reference into this Agreement as if fully
set out here in its entirety.
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City's Contract Administrator for this Agreement is as follows:
Supply Agreement Standard Form Page 1 of 7
Approved as to Legal Form 9118/17
2018-007
1/16/18
M2018-010
Wilnat,Inc. INDEXED
Name: Joanna Moreno
Department: Utilities Department
Phone: (361) 826-1649
Email:joannam@cctexas.com
5. Insurance. Before performance can begin under this Agreement, the Supplier
must deliver a certificate of insurance ("COI"), as proof of the required insurance
coverages, to the City's Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days'
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional
insured. The City Attorney must be given copies of all insurance policies within 10
days of the City Manager's written request. Insurance requirements are as
stated in Attachment C, the content of which is incorporated by reference into
this Agreement as if fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of products to be
provided by the Supplier over a period of time, the City will exercise its right to
specify time, place and quantity of products to be delivered in the following
manner: any City department or division may send to Supplier a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and products will remain
with the Supplier until such time as the products are delivered and accepted by
the City.
7. Inspection and Acceptance. Any products that are delivered but not accepted
by the City must be corrected or replaced immediately at no charge to the City.
If immediate correction or replacement at no charge cannot be made by the
Supplier, a replacement product may be bought by the City on the open
market and any costs incurred, including additional costs over the item's bid
price, must be paid by the Supplier within 30 days of receipt of City's invoice.
8. Warranty. The Supplier warrants that all products supplied under this Agreement
are new, quality items that are free from defects, fit for their intended purpose,
and of good material and workmanship. The Supplier warrants that if has clear
title to the products and that the products are free of liens or encumbrances. In
addition, the products purchased under this Agreement shall be warranted by
the Supplier or, if indicated in Attachment D by the manufacturer, for the period
stated in Attachment D. Attachment D is attached to this Agreement and is
incorporated by reference into this Agreement as if fully set out here in its
entirety.
9. Qualify/QuantRy Adjustments. Any quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City to order or accept
more than the City's actual requirements nor do the estimates restrict the City
Supply Agreement Standard Form Page 2 of 7
Approved as to Legal Form 9/18/17
from ordering less than its actual needs during the term of the Agreement and
including any Option Period. Substitutions and deviations from the City's product
requirements or specifications are prohibited without the prior written approval
of the Contract Administrator
10. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City, which fiscal year ends on September 30lb annually, is
subject to appropriations and budget approval specifically covering this
Agreement as an expenditure in said budget, and it is within the sole discretion
of the City's City Council to determine whether or not to fund this Agreement.
The City does not represent that this budget item will be adopted, as said
determination is within the City Council's sole discretion when adopting each
budget.
11. Independent Contractor. Supplier will perform the work required by this
Agreement as an independent contractor and will furnish such products in its
own manner and method, and under no circumstances or conditions will any
agent, servant or employee of the Supplier be considered an employee of the
City.
12. Subcontractors. Supplier may use subcontractors in connection with the work
performed under this Agreement. When using subcontractors, however, the
Supplier must obtain prior written approval from the Contract Administrator if the
subcontractors were not named at the time of bid. In using subcontractors, the
Supplier is responsible for all their acts and omissions to the same extent as if the
subcontractor and its employees were employees of the Supplier. All
requirements set forth as part of this Agreement, including the necessity of
providing a COI in advance to the City, are applicable to all subcontractors and
their employees to the same extent as if the Supplier and its employees had
performed the work.
13. Amendments. This Agreement may be amended or modified only by written
change order signed by both parties. Change orders may be used to modify
quantifies as deemed necessary by the City.
14. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, FICA taxes,
unemployment taxes and all other related taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of
such request.
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
Supply Agreement Standard Form
Approved as to Legal Form 9/18/17 Page 3 of 7
faxed or hand-delivered or on the third day after postmark if sent by certified
mail. Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Joanna Moreno
Title: Contract Administrator
Address: 2726 Holly Road, Corpus Christi, TX 78415
Fax: (361) 826-1715
IF TO SUPPLIER:
Wilnat, Inc.
Attn: William Wood
Ttile: Sales Engineer
Address: 10934 E 55th Place, Tulsa, Oklahoma 74147
Fax: (918) 794-5575
17. SUPPLIER SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE
CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS
('INDEMNITEES') FROM AND AGAINST ANY AND ALL LIABILITY, LOSS,
CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER
NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL
INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF
INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION,
COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH
ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A
BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS
AGREEMENT BY THE SUPPLIER OR RESULTS FROM THE NEGLIGENT ACT,
OMISSION, MISCONDUCT, OR FAULT OF THE SUPPLIER OR ITS
EMPLOYEES OR AGENTS. SUPPLIER MUST, AT ITS OWN EXPENSE,
INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH
COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL
CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF
ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE,
LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE
EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
Supply Agreement Standard Form
Approved as to Legal Form 9/18/17 Page 4 of 7
18. Termination.
(A) The City Manager may terminate this Agreement for Supplier's failure to
perform the work specified in this Agreement or to keep any required insurance
policies in force during the entire term of this Agreement. The Contract
Administrator must give the Supplier written notice of the breach and set out a
reasonable opportunity to cure. If the Supplier has not cured within the cure
period, the City Manager may terminate this Agreement immediately thereafter.
(B) Alternatively, the City Manager may terminate this Agreement for
convenience upon 30 days advance written notice to the Supplier. The City
Manager may also terminate this Agreement upon 24 hours written notice to the
Supplier for failure to pay or provide proof of payment of taxes as set out in this
Agreement.
19. Assignment. No assignment of this Agreement by the Supplier, or of any right or
interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the Supplier
is of the essence of this Agreement, and the City Manager's right to withhold
consent to such assignment is within the sole discretion of the City Manager on
any ground whatsoever.
20. Severability. Each provision of this Agreement is considered to be severable
and, if, for any reason, any provision or part of this Agreement is determined to
be-invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
21. Order of Precedence. In the event of any conflicts or inconsistencies between
this Agreement, its attachments, and exhibits, such conflicts and inconsistencies
will be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits):
B. its attachments;
C. the bid solicitation document including any addenda Exhibit I); then,
D. the Supplier's bid response (Exhibit 2).
22. Certificate of Interested Parties. Supplier agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 "Certificate of Interested Parties" as part of this Agreement.
23. Governing Law. This Agreement is subject to all federal, State, and local laws,
rules, and regulations. The applicable law for any legal disputes arising out of
this Agreement is the law of the State of Texas, and such form and venue for
Supply Agreement Standard Form
Approved as to Legal Form 9/18/17 Page 5 of 7
such disputes is the appropriate district, county, or justice court in and for
Nueces County, Texas.
24. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes dl prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
(SIGNATURE PAGE FOLLOWS)
Supply Agreement Standard Form Page 6 of 7
Approved as to Legal Form 91)8/17
SUPPLIER
Signature: 0 A A
kir
Printed Name: _5/--e)44 /I
Title: 1 /d � �r I �.
Date:
11 f- K
CITY OF CORPUS CHRISTI
Signature:
Printed Name: YY> O.r'l
Title: T'r-0 c.u a
Date: t S \-E-
1 l 1
REBECCA HUERTA
.` 7- • . L
CITY SECRETARY
Attached and Incorporated by Reference:
- .... .I.Qu i fikm"..
Attachment A: Scope of Work
Attachment B:
Bid/Pricing Schedule
Attachment C: Insurance Requirements 0 COUNCIL
Attachment D: Warranty Requirements
Incorporated by Reference Only: SF..CRFTAav
Exhibit 1: RFB No. 1391
Exhibit 2: Supplier's Bid Response
Supply Agreement Standard Form
Approved as to Legal Form 9/18/17 Page 7 of 7
Attachment A-Scope of Work
4.1 General Requirements/Background Information
The Supplier shall provide gas meters as outlined in this Scope of Work. The
two types of meters must have the capability to be used with Aclara AMR
& AMI; MTU's with direct fit to meter. See attached exhibits showing
photos of the required meters.
4.2 Scope of work
The gas meters shall comply with the following specifications:
A. American AC-250 Diaphragm Meter:
a. Non-temperature compensated.
b. 20 LT.
c. Circular white/red dial register. Reading with 2 ft. and a '/
proving hand, plastic, or brass with tamper indication.
d. Badges to be included on meter, meter number as requested.
B. American AL-425 Diaphragm Meter:
a. Non-temperature compensated.
b. 30 LT.
c. Circular white/red dial register. Reading with 2 ft. and a '/
proving hand, plastic, or brass with tamper indication.
d. Badges to be included on meter, meter number as requested.
• Note: Both the American AC-250 and AL-425 are set up to 4
ounces/7 inches of pressure, using a white dial. Or, if required
they are set up to 5 lb. of pressure with a red dial. See photos on
attached exhibits.
4.3 Supplier Quality Control and Superintendence
The Supplier shall establish and maintain a complete Quality Control Program
that is acceptable to the Contract Administrator to assure that the
requirements of the Contract are provided as specified. The Supplier will also
provide supervision of the work to insure it complies with the contract
requirements.
4.4 Special Instruction
The Contractor will ship Gas Meters F.O.B. Destination. Gas meters will be
shipped to the following address:
City of Corpus Christi-Gas Department
4225 S. Port Avenue
Corpus Christi, TX 78415
Scope of Work
Exhibits
A. American AC-250 Diaphragm Meter
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B. American AL-425 Diaphragm Meter
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Attachment B - Bid Pricing/Schedule
ous
Ohm a CITY OF CORPUS CHRISTI
BID FORM
_�
PURCHASING DIVISION
RFB No. 1391
1852 Purchase of Gas Meters
Date: I 1 PAGE 1 OF 1
/ Authorized
Bidder: it )�� /, _ Signature: .
1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before
completing bid.
2. Quote your best price for each item.
3. In submitting this bid, Bidder certifies that:
a. the prices in this bid have been arrived at independently, without consultation,
communication, or agreement with any other Bidder or competitor, for the
purpose of restricting competition with regard to prices.
b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information
on file with City's Purchasing office, pursuant to the Code of Ordinances, is current
and true.
c. Bidder is current with all taxes due and company is in good standing with all
applicable governmental agencies.
d. Bidder acknowledges receipt and review of all addenda for this RFB.
}
4. Bidders must not write over or revise the bid form: Bidders will be considered Non-
Responsive if the bid form is modified.
Item Description -- — --
P UNIT QTY Unit Price Total
Annual__ Price
i
1. American AC-250 Diaphragm Meter EA 1,200 '_j ),2.
American AL-425 Diaphragm Meter EA 200 ..5'2 2 q, o ''IS,
— ------------
Total — --- —
_ fyr
moo
Attachment C—Insurance Requirements
CONTRACTOR'S LIABILITY INSURANCE
A. Contractor must not commence work under this contract until all insurance required has been obtained
and such insurance has been approved by the City. Contractor must not allow any subcontractor, to
commence work until all similar insurance required of any subcontractor has been obtained.
B. Contractor must furnish to the City's Risk Manager and Contract Administrator one (I) copy of
Certificates of Insurance with applicable policy endorsements showing the following minimum coverage
by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an
additional insured on the General liability policy by endorsement, and a waiver of subrogation
endorsement is required on all applicable policies. Endorsements must be provided with Certificate of
Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-day advance written notice of Bodily Injury and Property Damage
cancellation, non-renewal, material change Per occurrence- aggregate
or termination required on all certificates
and policies.
COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence
including: $2,000,000 Aggregate
1. Commercial Broad Form
2. Premises—Operations
3. Products/Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury-Advertising Injury
C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager
with copies of all reports of any accidents within 10 days of the accident.
II. ADDITIONAL REOUIREMENTS
A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a
licensed insurance company.The coverage must be written on a policy and endorsements approved by the
Texas Department of Insurance. The workers' compensation coverage provided must be in statutory
amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All
States Endorsement shall be required if Contractor is not domiciled in the State of Texas.
B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any
extension hereof, at Contractors sole expense, insurance coverage written on an occurrence basis by
companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of
no less than A-VII.
C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract
and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be
given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi,TX 78469-9277
D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to
contain or be endorsed to contain the following required provisions:
• List the City and its officers,officials, employees, and volunteers, as additional insureds by endorsement
with regard to operations, completed operations, and activities of or on behalf of the named insured
performed under contract with the City,with the exception of the workers'compensation policy;
• Provide for an endorsement that the "other insurance"clause shall not apply to the City of Corpus Christi
where the City is an additional insured shown on the policy;
• Workers'compensation and employers'liability policies will provide a waiver of subrogation in favor of
the City; and
• Provide thirty(30)calendar days advance written notice directly to City of any,cancellation,non-renewal,
material change or termination in coverage and not less than ten(10)calendar days advance written notice
for nonpayment of premium.
E. Within five(5)calendar days of a cancellation,non-renewal, material change or termination of coverage,
Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City
shall have the option to suspend Contractors performance should there be a lapse in coverage at any time
during this contract. Failure to provide and to maintain the required insurance shall constitute a material
breach of this contract.
F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any
insurance or policy endorsements to the extent and within the time herein required,the City shall have the
right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to
Contractor hereunder until Contractor demonstrates compliance with the requirements hereof
a Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be
held responsible for payments of damages to persons or property resulting from Contractor's or its
subcontractor's performance of the work covered under this contract.
H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any
insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations
under this contract.
I. It is understood and agreed that the insurance required is in addition to and separate from any other
obligation contained in this contract.
2017 Insurance Requirements
Utilities
Order and Delivery of Gas Meters(Off Site)
07/13/2017 sw Risk Management
Honeywell Attachment D- Warranty Requirements
Page 2 of 3
11/16/2017 10:21:60
ACKNOWLEDGEMENT OF ORDER
1. The contract of sale formed by this acknowledgement of the customer's order is expressly limited to the terms specified herein
and theadditional terms and conditions of sale provided with quotations, which terms supersede the terms of the customer's order, and
any variations therefrom will require the written acceptance of the Seller thereto, any laws or rules of construction of contracts to the
contrary notwithstanding. Shipment of the customer's order, which order contains different or additional terms, does not constitute an
acceptance of such different or additional terms, ,t being expressly intended that Seller is limiting its contractual obligations to the terms
contained herein or those agreed to in writing by the duly authorized representatives of the parties hereto.
2. Invoiced prices shall be our regular prices at the lime of shipment unless otherwise specifically set forth herein. The amount of
any and all present or future taxes or other governmental charges upon the production, shipment, installation or sale of the equipment
covered hereby, including use, sale or excise taxes, shall be added to the price and paid by the customer. In lieu thereof, the customer
shall furnish Seller with tax exemption certificates acceptable to the taxing authorities. Notwithstanding the foregoing, it is the ultimate
responsibility of the customer to ensure that all such taxes are paid as required by law.
3.
shall be Unless requrks. ired
specifically set forth herein, til payment terms are Net 30 days from date of invoice; and Oil shipping terms
4. Delivery dates quoted by Seller in quotations, order acknowledgements or elsewhere are to be neared as estimates only. They
are given in good faith and Seller will make every effort to adhere to them. They are subject to, among other things, materials and
labor being available, the effects of governmental action. strikes, lockouts, accidents, carriers, acts of God, end delays of others
furnishing material.
5. RESIDENTIAL METER PERFORMANCE GUARANTEE. This guarantee applies to domestic gas meter models AC-250. AT-210 end
AT-250 manufactured by Seller. Seller hereby guarantees Its domestic gas meter models AC-250, AT-210 and AT-250 as follows:
▪ No less then 85% 01 each shipment of all new gas meters will maintain or be adjustable to plus or minus 2% of zero error at
check test rate of flow or the applicable requirement proscribed by the utility commission having jurisdiction over where a meter is
deployed, whichever is greater: and
▪ This guarantee will remain In effect for each meter for a period the earlier of 15 years from the dare of its shipment by Seller or
until the meter Is taken from service for any reason.
The guarantee set forth above Is in lieu of end excludes any other warranties, which are hereby disclaimed whether expressed or
Implied. Seller shall not be liable for any costs of removal, installation or reinstallation hereunder, Customer as responsibility for
determining that meters provided are suitable for their intended application and use. Seller's obligation under its guarantee is limited
doption its to repayment of the purchase price, repair, replacement, or furnishing a similar part et Sellers option, and is further
contingent upon Customer promptly notifying Seller upon discovery of a defect and returning the defective meter, prepaying all
transportation charges thereon, to the factory or warehouse designated by Seller and upon Seller's inspection and confirmation of the
defective condition. In no event shall Seller's liability to Customer, regardless of the reason, exceed the purchase price of the meter
giving rise to the liability hereunder. The remedies set forth herein shall be the Customer's sole and exclusive remedies.
This guarantee shall not apply to refurbished meters, metering equipment or parts which were repaired or altered by any party other
than Seller or its subsidiaries. This guarantee shall not apply to any meter which has been operated in excess of the rated badge
capacity of the meter. The guarantee shall not apply to meters installed in curb vaults, pits or other types of non-conventional
installations Seller shell not be liable for any non-conformity, damage, failure or defect Of or to any meter caused by alteration. poor
maintenance vandalism, theft, mishandlino repair by unauthorized personnel, misusn installation errors nstallation not in accordance
with applicable installation instructions, acts of God, the negligent acts ormalfeasance of Customer or any third party or
other conditions beyond the control of Seller. omissians or
This guarantee shall be null end void after any device other than one manufactured by Seller is Installed on or in connection with the
meter; provided, however, if a radio transmitter module or similar device is connected to the meter as part of an AMR/AMI solution,
such connection shall not veld this guarantee unless such radio transmitter modules or similar devises) or the connection therewith
causes or relates to any failure, non-conformity or defect in the meter's performance. The preceding sentence shall apply but not be
limited to Ill indexes and automatic meter reading units other than those manufactured by Seller or any subsidiary of Seller, and fi) to
any other device that could adversely affect the accuracy or reliability of the meter, and MO whether or not the device is installed by
Seller. Seller excludes paint and non-U.V. protected index boxes.
6. PRODUCT WARRANTY. Seller warrants its products against defects in materials orworkmanship arising under normal use and
service for a period of one year from date of shipment. Seller shall not be liable for any special, indirect or consequential damage
resulting In any manner from the furnishing of the products. Seger makes no other warranties and hereby disclaims all other warranties,
whether express or Implied. If a non-conformity arises during the applicable p
w anty period Seller's obligation under its warranty is
limited at its option to repayment of the purchase price, repair, replacement, or warranty
aamilar part to replace a defective part. and
is further contingent upon customer promptly notifying Seller upon discovery of a defect and returning the defective product.
pre-repaying all transportation charges thereon, to the factory or warehouse designated by Seller and upon Seller's inspection and
confirmation of the defective condition. In no event shall Seller's liability hereunder exceed the purchase price 01 the product,
J. Each shipment shall be examined by the customer promptly upon receipt thereof and any claim for shortage or any other cause
must be reported to Seller with thirty days after receipt.
Sister American Meter
2221 Industrial Road
Tel: 602-8 3-761
Nebraska City.NE 68410.6889 Far 41]2-B]3-0615
US
Honeywell Page 3 of 3
s
8. Orders accepted by Seller cannot be canceled, or deliveries deferred, or goods returned by customer, exceexceptwth! 10:21:50
Seller's
written consent, end then only upon such terms as shall be acceptable to Seller. prior
9. Unless otherwise stated in writing herein, ell products shall be installed by and at the expense of the customer. Customer
acknowledges that it is solely responsible for providing a safe and suitable location for Installation of products purchased from Seller and
for providing and maintaining the appropriate envIronment for operating and performing maintenance on products purchased from Seller.
Customer is solely responsible for determining the applicability of any local, state or federal laws or regulations relating to installation,
use )including those pertaining to health and safety), maintenance and/or disposal of any and all products purchased from Seller.
10. This contract shall be governed by. and shall be construed in accordance with, the laws of the state of Delaware. This contract
is not assignable without the prior written consent of Seller, and any attempt otherwise to assign any rights, duties or obligations under
this contract shall be void. All of Seller's rights end remedies shall be cumulative and may be exercised singularly or concurrently. If
customer fails to perform any term of this contract end Seller does not enforce that term, failure to enforce on that occasion shall not
prevent enforcement on any other occasion.
(Balance of Page Blank]
AMCO Form 0A050117
Elster American Meter
TeL 402-823-8200
2221 Industrial Road Fax' 402-873-7616
Nebraska City,NE 68410-6889
US