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Home My WebLink About110150 CATHOLIC CHARITIES NORTHERN - PURCHASE ORDER - 9957282Date: 12/7/2009 City of F6rt Collins Page Number: 1 Purchase Order Number: 9957282 Delivery Date: 12/7/2009 Buyer: STEPHEN, JOHN Purchase Order number must appear on invoices, packing lists, labels, bills of lading, and all correspondence. Note: Line Qty/Units Description Extended Price 1 1 LOT FY09 Shelter & Supportive Services PER AGREEMENT DATED 11-23-09 Total City of Fort CoXnY Director of Purchasing and Risk Management This order is n1QValid 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 37,856.00 $37,856.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions L COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt front state and local UaXes. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973. C'.hapicr 39-26. 1 14 (a). Goods Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or title to defects of damage in transit, may be returned to you for credit and ate not to be replaced except upon receipt of written instructions from the City of Fort Collins. Inspection. GOODS are subject to the City of Fort Collins inspection on arrival. Final Acceptance. Receipt ofthe merchandise, services m equipment in response to this order can result in authorized payment on the par of the City of Fort Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procedures. Freight Terns. Shipments must be F.O.B., City of Foil Collins, 700 Wood St., For Collins, CO 80522, unless otherwise specified on this order. Ifpetmission is given to prepay freight and charge separately, the original freight bill must accompany invoice. Additional charges for packing will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pans ofthe country, shipnnent is expected from the nearest distribution point to destination, and excess freight will be deducted fainInvoice when shipnrrnts art, made from greater distance. Permits. Seller shall procure at sellers sole cost all necessary pennits, certificates and licenses required by alp applicable laws, regulations, ordinances and rules ofthe state, municipality, ten itory 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 Fort Collins harmless front and against all liability and loss inctred by them by reason of an asserted or established violation of any such laws. regulations, ordinances, rules and requirements. Authorization. All parties to this contract agree that the representatives are, in fact. bona tide and possess pill and complete authority to bind said parties. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terns and conditions stated herein set forth and any supplementary or additional tern and conditions annexed hereto or incorporated herein by reference. Any additional or different terns and conditions proposed by seller are objected to and hereby rejected. 2- DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipnhenr m anive on your promised delivery dates noted. Time is of the essence. Delivery anti perfbrm:use nurst be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpattial late deliveries, shape operate as a waiver ofthis 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 Seller liable for damages. However, the Seller shall not be liable for damages as a result of delays due to causes not reasonably foreseeable which are beyond its reasonable control and without its fault of negligence, such acts of God, acts of civil or military authorities, governmental priorities, fires. stikes, 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 lime when the Seller first received knowledge thereof. In the event of any such delay, the date ofdelivery shall be extended for the period equal to the tune actually post by reason ofthe delay. 3. WARRANTY. The Seller wan ants that all goods, articles, materials and work covered by this order will confirm with applicnble drawings, specifications, samples and/or other descriptions given, will be fit far the purposes intended, and performed with the highest degree create and competence in accordance with accepted standards for work of a sinitar nature. The Seller agrees to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer or incur on account ofthe Sellers breach ofwarranty. The Seller shall replace, repair or make good, without cost to the purchaser, any defects or faults arising within one (1) yenr or within such longer period of tine as nay be prescriled by law or by the terms of any applicable warranty provided by the Seller after the date of acceptance of the goods Famished hereunder (acceptance not to be umeasonably delayed), resulting boar imperfect or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Purchaser shall not constitute a waiver orally claim under this warranty. Except as otherwise provided in this purchase order, the Sellers liability heretrntier shall extend to all damages proximately caused by the breach of any ofthe foregoing wan'anties or guarantees. but such liability shall in no event include loss of profits or loss of usc. NO IMPLIED WARRANTY OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS, The Purchaser may make changes to legal terns by written change ni der. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terns, other than legal terms, including additions to or deletions fronithe quantities originally ordered in the specifications or drawings, by verbal m written change order. [rally such change affects the amount due or the time of performance hereunder, an equitable adjusunent shall be made. 6. TERMINATIONS. The Purchaser ntay at anytime by written change order, terminate this ❑erecnhent as to any or all portions of the goods then not shipped, subject to any equitable adjustment between the parties as to any work or materials then in progress provided that the Purchaser shall not be liable for any clains for anticipated panfits on the uncompleted portion of the goods and/or work, for incidental or consequential damages. and that no such acIpstnent be nhade in favor ofthe Seller with respect to any goods which are the Sellers standard stock. No such termination shall relieve the I'urchaser or the Seller of any of their obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from the date the change or termination is ordered. 8. COMPLIANCE WITH LAW. The Seller wan ants that all goods sold hereunder shall have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations to which the goods are subject. The Sellcr 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. 'rile Seller agrees to indemnify and hold the Purchaser harmless from all costs and damages suffered by the Purchaser as a result of the Sellers failure to comply with such law. If and only to the extent this [Agreement] constitutes a "sole source government contract" within the meaning of Article XXVIII ofthe Colorado Constitution ("Article XXVIII"), then the provisions of Section I5ofArticle XXVIII are hereby incorporated into this [Agreement]. In such a case, if the [Contractor] or any other person who is "contract holder" as defined in Section 2(4.5) of Article XXVIII intentionally violates Section 15 or Section 17(2) of Article XXVIII, then the [Contractor] agrees it shall be ineligible to hold any sole source government contracr, or public employment with the state of Colorado or any of its political subdivisions. for three years. 9. ASSIGNMENT. Neither party shall assign, transfer, or convey this order, or any nhonies due or to become due hereunder without the prior written consent ofthe other party. to. Tri LE. 'rile Seller warrants full, clear and unrestricted title to the Purchaser for all equipment, materials, and items famished in performance of this agreement, flee and clew of any and all liens, restrictions, reservations, security interest encumbrances and chins of others. 11. NONWAIVER. Failure of the Purchaser to insist upon strict performance of the terns and conditions hereof, failure or delay to exercise any rights or remedies provided herein or by law, failure to pronhptly notify the Seller in the event of a breach, the acceptance of or payment for goods hereunder m approval ofthe design. shall not release the Seller of any ofthe wartanties or obl igations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict perf"onnance hereof or 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, not shall any purported oral modification or rescission of this purclutse order by the Purchaser operate as a waiver of any ofthe terns hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser recognize that in actual economic practice, overcharges resulting from amit ust violations are in filet borne 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 clains it may now have or hereafter acquired under federal or state antitrust Imes for such overcharges relating to the particular goods or services ptuchased or acquired by the Purchaser pursuant to this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to correct nonconforming or defective goods by a date to be agreed upon by the Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may cause the work to be performed by the most expeditious means available to it. and the Seller shall pay all costs associated with such work. The Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performmance ofsuch work. This release shall apply even in the event of fault of negligence ofthe party released and shall extend to the directors, offices and employees ofsuch party. The Seller's contractual obligations, including warranty, shall not be deemed to be reduced. in anyway. because such work is pertbi t ed or caused to be pet Coned by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device. material or process covered by letter, patent, under-1, m copyright, the Seller shall indemnifv and save han aless the Purchaser £morn any and all claims for infiingement by rerun ol'the use ofsuch patented design, device material or process in connection with the contract, and shall indenindythe Purchaser fit :try cost. expense or damage which it maybe obliged to pay by reason of such infringement at any time during die prosecution or after the completion of the work. In case said equipment. or any pail thereofor the intended use of the goods, is in such suit held to constitute infringement and the use of said equipment or pan is enjoined, the Seller shall, at its otvn expense and at its option, either procure for the Purchaser the right to continue using said equipment m pans. replace the same with substantially equal but non -infringing equipment. or modify it so n becomes non -infringing. 15. INSOLVENCY. I f the Seller shall become insolvent or bankrupt.nmake an assignment for the benefit of creditors, appoint a receiver or it for any of the Sellers property or business, this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. 'rile definitions of terns used or the interpretation ofthe agreement and the rights of all parties hereunder shall he construed under:nd governed by the laws ofthe State of Colorado. USA. The following Additional Conditions apply only in cases where the Seller is to perfonnwork hereunder, including the services of Sellers Representative(s), on the premises of othets 17. SELLERS RESPONSIBILITY. "I"he Seller shall carryon said work at Seller's own risk until the same is fully completed and accepted, and shall, in case of any accident, destruction or injury to the work and/or materials before Sellers final completion and acceptance, complete the work :it Seller's own expense and to the satisfaction ofthe Purchaser. When nmaterials and equipment are tiunished 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 rmaten,11S and/or equipment were being famished tmythe Seller under the order. IS. INSURANC17 The Sep Ica 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 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 shall also cant' comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and death limits of at least S300.000 for any one person. $500.000 fix any one accident and property 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 contractors employees shape do any work upon the premises of others, tlhe Seller shall furnish the Purchaser with a certificate that 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 dare when such compensation and insurance expires. The Seller agrees that such conrpensatiou and insurance shall be maintained until 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 fi-onr the execution ofthe work provided for in this purchase order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any or all of the Purchasers officers, agents and employees from and against any and all clains, losses, damages, charges or expenses. whether direct or indirect, and whether to persons or properly to which the Purchaser maybe put or subject by reason ofany act, action, neglect, omission or default on the par ofthe Seller, any ofhis contractors, or anyofthe Sellers or contractors officers, agents or employees. In case any suit orother proceedings shall be brought against the Purchaser, or its officers, agents m employees at anytime on account or by reason of any act, action, neglect, omission or default ofthe 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 at the Sellers own expense, to pay any and all costs, charges, attorneys fees and other expenses, any and alljudgnhents that maybe incurred by or obtained against the Ptaelaseaor any of its or their officei s. 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 suits or other proceedings, the Seller will at once cause the sane 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 necessaryfor 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 04/2009