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HomeMy WebLinkAbout541669 UPSTREAM TECHNOLOGIES - PURCHASE ORDER - 9145314PO PURCHASE ORDER 914531 Number Page C177/ of PURCHASE 45314 tot 2 ' `tCollinsr This number must appear V on all invoices, packing sli s and labels. Date: 0911512014 Vendor: 541669 UPSTREAM TECHNOLOGIES INC 550 COUNTY ROAD D WEST SUITE 3 NEW BRIGHTON MN 55112 Ship To: WATER UTILITIES CITY OF FORT COLLINS 700 WOOD ST FORT COLLINS CO 80521 Delivery Date: 09/12/2014 Buver: PAT JOHNSON Note: Line Description Quantity UOM Unit Price Extended Ordered Price SAFL BAFFLE, WATER QUALITY 1 LOT LS 5,165.00 DEVICE TO INSTALL IN MANHOLE Total $5,165.00 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@fogov.00m Pay terms net 30 days Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tenths and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By wrote the City of Fort Collins is exempt from some and local taxes. Our Exemption Number is I L NONWAIVER.. 98-01502. Federal Excise Tax Exemption Cm fiethe of Registry M-51300582 u registered with the Collector of Failure of the Purchaser W imist upon stria performance of the team aM conditions avreof, failure in delay to Internal Revenue, Denver Colorado (get. Colorado Revised Sumter 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 Eemmda or approval ofne design, shall not release the Seller of Goads Rejttted. GOODS REJECTED due so failure to meet specifications, eiher when shipped or due to defects of any of the w'ammies or obligations of this purchase order and shall not be deemed is waiver of any right of the damage in transit, may No, maned to you for credit atd arc not to Iv, replaced except upon receipt of whom Purchaser to insist upon stet performance hemofor any of its rights or remedees as to any such good, regardless instructions from the City of Fan Collins, of when shipped, received in acted, as to any prior or subsequent default hcrcunder, nor shall any purposed oal modification or rescission of this purchase order by the Pumhzher operate as a waiver of any of the terms Inspection. GOODS are subject o the City of Fan Collins inspection on arlval. 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 an the pan of the City of Fiat Collins. Home,, a is to be understood that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges resulting farm antitrust ACCEPTANCE is dependent upon compleion of all applicable required inspection procedures, violations are in fact home by the Purchmer. Theretofore, far good chase 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 Tema. Shipments most be F.O.B., City of Pon Collins, 700 Wood St., Fan Collins, CO 80522, unless acquired under federal or sure antitrust laws for such overcharges relating W the particular goods or services otherwise specified on this coder. If permission is given to prepay freight and charge separatel, the original fought purchased or acquired by the Purchmer pursuant to this purchase major. bill most accompany invoice. Additional charges for picking will not be accepted. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. Sb ixtrad Distance. Where manufmmrers have distributing points in various parrs of the country, shipment is Will, Porchzher directs the Seller to correct nonconforming or defmtive good by a date to her agreed upon by the expected from the nearest distribution point to destination, and excess freight will W deducted from Invoice when Purchaser and the Seller, and the Seller thassaner indicates its imbility or unwillingness a comply, the Purchaser ship ram. are made form gromer distance. may cause the work to be, performed by the most expeditious moms available to it, and the Sella shall pay all cos. associmal with such work. Permits. Sella shall procure at sellers sole cost all neessury permits, ccnificates and licenses required by all applicable laws, regulations, ordinances and mles of fe state, municipality, territory or political subdivision where the work is performed, or required by any other duly constioled public authority havingjurisdiction 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 msened or established violation of any such laws, regulations, ordinances, ales and requirements. Authorization. All panics to this contract agree that the representatives are, in fact, bona fide and possess full and complete authudty to bind said patties. LIMITATION OF TERMS, This Purchase Order expressly limits acceptance to the terms and conditions sated herein set reach and any supplementary or additional tears and cond hots annexed hereto or incopomted herein by reference. Any additional or different arms and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyou conro[ make 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 duaumend, attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpanul late deliveries, shall measure as a waiver of this provision. In the event army delay, the Pa chaser shall have, in addition to infer legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable for damages. However, the Seller shall not bd liable for damages as a result of delay, due 1m causes not reasonably foreseeable which are beyond its ratmrable contral and without its batch of negligence, uch acts of Gad, acts ofcivil or military authorities, gworro ental priorities, fires, strikes, flood epidemics, x'a. ar riots provided that noire of the conditions causing such delay is given to the Purchaser within time (5) days of the titre when the Sella first received knowledge thereof. In the oval army such delay, the dote rdelivery shall be extended far the period equal to the time actually lost by reason of the delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will conform with applicable drawings, specifications, samples andor other descriptions given, will be fit far the purposes intended, and perwared coif the highest degree of ire and competence in accordance with aaeptW standard far work of a similar nature. The Sella agrees to hold the purchaser harmless form any loss, damage ar axpcnse which the Purchaser may suffer or incur on account arrive Sellers breach of vrmnry. The Seller shall replace, repair or make good, without chat to the purchaser, any defects or faults arising within one (1) year or within such longer period of time as may be praribal by law or by the terms of my applicable xammty provided by the Seller oiler the date of acceptance of the goods famished hereunder (acceptance rot in he unreasonably delayed), resulting tom imperfect or defective work done or materials ham{shed by the Sella. Acceptance or use of good by the Purchaser shall nor constitute a waiver of any claim under this wamnry. Except m oherwise provided in this purchase order, the Sellers liability hersunda shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss of profits or loss of me. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terms by wtiain change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchmer may make any changes to the terms, other than legal tomes, including additions to or deletions from the gwoutinea originally award in the specifications or drawings, by vedual or women change area. If any such change arc . the amount due or the time ofpafarmvtce h murver. an mriuble whop menl shall her made. 6. TERMINATIONS. The Pochaxr may at any rime by wrenen change order, terminate this agreement as to any or Of at. of the goads then not shipped, subject to any equitable adjustment becomen the panic as, to any work or materials then in progresh provided that the Purchmer shall not h liable for any claims for anticipated profits on the uncompleted proton of the good andlor work, for incidental or consequential damages, and thal no such adjustment be made in favor of the Sella with respect to my goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Sella crony oftheir obligations as to my good delivered hereunder. V. CLAIMS FOR ADJUSTMENT. Any claim tar odjmrmew mot be .,erred within thirty (30) days from the date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered and Finished! in varied compliance with all applicable laws and regulations to which the goats arc tub ott The Sella shall execute end deliver such documents m may be required to effect or evidence compliance. All laws and regulations required to be incopomted in agreements of this character are hereby incorporated herein by this reference. The Sella agrees to indemnify and hold the Purchmer bamla s from all cosw, and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. 9. ASSIGNMENT. Neither parry shall assign, poster, or convey this order, or my monies due or to become due hereunder withom the prior written commit of the other pang. 10. TITLE. The Seller warrants hall, clear and woratucted title to the Purchaser for all equipment, materials, and items famished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security interest encumbrance, and claims ofofers. The Seller shall release the Purchaser and its contractors of any ran farm all liability and claims of any more resulting form the performance ofsuch work. This release shall apply even in the event of fault of negligence of the party released and shall extend a the directors, officers and employees of such party. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because such work is perfumed in used to be Ferfomed by the rowboat, 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covertrl by [error, patent trademark or copyright, the Seller shall indemnify and save harmless the Purchaser farm any and all claims for infringement by reason of the use of such patented design, device, mmerid or process in connection with the contact, and shall indemnify the Purchaser for any cost expense m damage which it may be obliged to pay by reawn of such infringement at my time during the ptosamion or fifer the completion of the work. In case said equipment, or any pram thereof or the intended use of the goods, is in such suit held so mandate infringement and the use of said equipment in pan is enjoined, the Seller shall, in its a— expense ebd at its option, either procure for the Pushaser the right to continue using said equipment or pans, replace the tame with substantially <qud but contributing equipment, or modify it so it becomes noninGnpang. 15. INSOLVENCY. If the Sella shall become insolvent or bankrupt, make an assignment for the benelh of ereditan, appoint a owerver or trustee for any of the Sellers .,a" or business, his order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The definition, of terms mail or the imeryremtion ofthe agreement and the rights of all parties hereunder shall her constmed under and governed by the laws of the Sure of Colorado, USA. The following Additional Conditions apply only in causes wham fe Sella is or perform work hereunder, including the services of Sellers Repmsenutiver,k on the premises ofo0ars. .._ ❑. SELLERS RESPONSIBILITY. The Seller shall carry an said wort: at Seller's own risk until the same is fully completed and marred, and shall, in use of any accident destruction or injury so the work and/or materials bet Sellers final completion and acceptance, complete the work at Seller's own expense and m the satisfaction of the Purehmor. When mmeria6 and equipment am famished by others for installation or erection by the Seller, the Seller shall receive, wiload, and handle same at the site and become responsible ferefor as though such mauriaB ardor equipment were being( ished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expense, provide for the payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection with be 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 shall also cart, comptehers ve general liability imluding, but cot limited to, contractual and automobile public liability insurance win bodily injury and death limits of at lemt S300,000 for any one person, 5500,000 far any one accident and property damage limit per natation of S400,000. The Seller shall likewise require his contractors, if any, to provide far such compensation and ens wma. Betbm any of the Sellers in his contacmrs employees shill do my work upon the pmnisa of others, the Seller shall fumuh the Purchaser with a cerofcate pat such compensation and insurance have been provided. Such certificates shall specify the date when such compensation and insurance have been provided. Such certificates shall specify the date when such compensation ad imurhnce expirm. The Sella agrees that such compere Lion and insurance shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby axamers the more responsibility and liability for any and all damage, loss or injury army kind at wore whatsoever to persons or property armed by or resulting from me execution of the work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any r all of the Purchasers officers, at. and employees from and against any and all claims, lasses damages, chastises or expenses, whether direct or indirect, and whether to persons or property to which the Purchase may be put or subject by reason of any act, action, neglect, omission or default on the pan of the Seller, any of his contractors, or my of the Sellers or contmnors officers, agents or employers. In case any suit or other proceedings shall be brought against the Purchaser, or its officers , agents or employees at any time on account or by reahon of my rat, action, neglect, omission or default of the Sella of my of his contractors or any of its or their oRcers, in. m employees as afarezaid, the Sella hereby agrees to assume the defense therm( and to defend the same at the Sellers own expense, on pay any and all cos., charges, mmmeys fees and ohm expenses, any and all judgments that may he incurred by or amounted agaemt the Purchmer or my of its or their olBcers, agents or employees in such suits or other proceedings, and in case judgment or other lion be placed upon or Obtained ega nw, the property of the Pomhmcr, or said panes la or no a mauls of such sue. or other proceedings, the Seller will to ome cause the same to be dihsohed and discharged by giving bond or oferwese. The Sella and his conranors shall take all safety precautions, hamish and install all guard necessary for the prevention of accidents, comply with all laws and regulations win regard to safety including, but without limitation, the Dec.,...] Safety and Health Act of 1970 and all ales and regulations issued pursumt therein. Revised 0712014