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HomeMy WebLinkAbout189591 TRAPEZE SOFTWARE GROUP INC - PURCHASE ORDER - 9111364City of Fort Collins PURCHASE ORDER Date: 03107/2011 Vendor: 189591 TRAPEZE SOFTWARE GROUP INC PO BOX 202528 DALLAS Texas 75320-2528 PO Number Page 9111364 1o12 This number must appear on all invoices, packing slips and labels. Ship To: TRANSFORT BUS FACILITY CITY OF FORT COLLINS 6570 FORTNER ROAD CITY OF FORT COLLINS Colorado Delivery Date: 03/07/2011 Buyer: JAMES HUME N ote Line Description Quantity UOM Unit Price Extended Ordered Price Rework of existing payroll 1 LOT LS 1,600.00 export per WO #3843 C3. Oi't,�scL� 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 Invoice Address: 01 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchasc Ordcr Tcmts and Conditions Page 2 of 2 I. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number is 11. NON WAIVER. 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 hcrcof, failure or delay to Internal Revenue, Denver, Colorado (Ref. Colorado Revised Statutes 1973, Chapter 39-26, 114 (n). exercise any rights or rcmedics provided herein or by law. failurc to promptly notify the Seller in the event urn breach; the acceptance ofor 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 to defects of any of the warranties or obligations of this purchase mo or�aad shall not be deemed a waiver of anv right of the damage in transit. may be occurred to you for credit and are not to be replaced except upon receipt of written purclhaser to insist upno stricl performance hereofor any of its rights or rcmedics aS to any such gone,, regardless instructions from the City effort Collins. of when shipped, received or acccptcd, as to any prior or sobsequrnt ddault hcramder, nor ,droll any purported out modiftcxtion or rescission of this purchase order by the Purchaser operate as a waiver of any of the terms Inspection. GOODS arc subject to the City of Fund Collins inspection on arrival. hcrcof. 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 Pon Collins. However, it is to be understand that FINAL Seller and the Purchaser recognize that in actual economic practice, overcharges re,ohm� from antitrust ACCEPTANCE is dependent upon completion ofall applicable required inspection procedures, violations no, in fact borne by the Purchaser. Theretofore, for good rouse and as considemlion for executing this purchase order, the Seller hereby assign, to the Purchaser any and all claims it may now have or hereafter Freight Terns. Shipments as: be F.O.B.. City of Fort Collins. 700 Wood St.. Fort Collins. CO 90522. toles acquired under federal or state antitrust Imes for such overcharges relating to the particular goods or services otherwise specified on this order. If pemmision is given to prepay freight and charge separately, the original freight purchased or acquired by the Purchasc, 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 manufacturers have distributing points in various pans of the country, shipment is If the Purchaser directs the Seller in correct nonconfomring or defective goods by a date to be agreed vuon by the expected from the nearest distribution point to destination, and excess freight will be deducted front Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or tons llintmess to comply, the Purchnscr shipments nre made from greater distance. 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. Permits. Seller shill protect, at ostlers sole cost all accessary pontt, certificates and licenses counted by ill applicable laws, regulations, ordinances and piles of the store, 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 Pon Collins harmless from and against all liability and loss incurred by them by reason of an forced or established violation of any such laws. regulations, ordinances, roles and requirements. Authorimtion. All panics to this contract agree chat the representatives or. in fact, hones fide and wises, full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance to the terms and conditions stated herein set fond and any supplementary or additional terms and conditions annexcd hereto or incorporated herein by reference. Any additional or different term and conditions proposed by Seller are 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 and performance must be effected within the time stated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation. acceptance of panial laic deliveries, shall operators a waiver of this provision. In the event ofany delay, the Purchaser shall have. in addition to other legal and equitable rcmedics, the option oft this order elsewhere and holding the Seller liable for damages. However. the Seller shall not be liable for damages as i result of delays (life to causes not reasonably foreseeable which arc beyond its reasonable control and without its fault ofnegligenee, such acts of God, acts ofcivil or militmy authooties, governmental priorities, fires. strikes, Flood. epidemics, wars or riots provided that notice ofthe conditions causing such delay is given to the Purchaser within five (5) days of the time he. the Seller First received knowledge thereof. In the event of any such delay, the date of delivery shall be extended for the period equal Indio lime actually lost by reason offife delay. 3. WARRANTY. The Seller ..at, that all goods, articles, materials and work awered by this order will conform with applicable drawings, specifications, samples and/or 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 hamdcss from any loss, damage or expense which the Purchaser may suffer or incur on account of the Scllcrs breach of warranty. The Seller shall replace. repair or make good, without cost to the purchaser, any defects or faults raising within no (1) year or within such longer period of time as may be prescribed by law or by the terms ofany applicable warranty provided by the Scllcr ancr the date of acceptance of the goods furnished hcrcunder (acceptance not to be unreasonably delayed), rest lting from inaporfcct or defective work done or materials furnished by the Seller. Acceptance or use of goods by the Ptuthaser shall not constitute a waiver of any claim under this warranty, Except as otherwise provided in this purcha.¢ order. the Sellers liability hereunder shall extend to all damages proximately caused by the breach crony of the foregoing waranties 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 make changes to legal tent by sc,ittea change order. 5. CHANCES IN COMMERCIAL TERMS. The Pu¢hascr may make any changes to the terms, other than legal terms, including additions to or deletions from the quantities originally ordered in the spydremimi, or drwings, by verbal or vvnnen change order. If any such change affects the amount due or the time ofperformanec hcrcunder. an equitable adjustment shall he made. 6. TERMINATIONS. The Purchaser may at any time by .written change order, terminate this agreement as to tiny or all portions of the goods then not shipped, subject to any equitable adjustment between the panics es In any work or nnaterinls then in progress provided that the Purchaser shall not be liable for any claims for anticipated profit 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 any goods which arc the Sellers standard stock. No such temnination shall relieve the Purchaser or the Seller of any of Ihcir obligations as to any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be awned within thirty (30) days from the date the change or ermination is ordered. S. COMPLIANCE WITH LAW. The Seller usamm6 that all gads sold hereunder shall bare been produced, sold, delivered and Furnished in strict compliance with all applicable laws and regulations to which the goods arc subject. The Seller shall execute and dch,or such documents as may be required to effect or evidence compliance. All laws and regulations required In be incorporated in agreements of this character arc hereby incorporated herein by this reference. The Seller agrees to indemnify and hold the Purchaser harmless from all cost and damages suffered by the Purchaser as a result ofthe Scllcrs failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign. transfer, or convey this order, or any monies due or to become due hereunder without the poor written consent of fife other parry. 10. TITLE. The Seller wamnts full, clear and unrestricted title to the Purchaser for all equipment materials and items fnmishcd in performance of this agreement free and clear of any and all liens, restrictions. reseNilions, security Interest encumbrances and claims ofothcrs. The Seller .droll reiense the Pureha,cr and its contractors of any tier front all liahility and claims of any numue reselling from life performance ofsuch 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 itch party. The Seller', contractual obligations, including oamnty, shall not be deemed to be reduced, in any wary. because such work is perforated or caused to be wrfomed by the Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, patent trademark or copyright, the Seller shall indemnify and save hamdcss the Purchaser from anv and all claims for infringement by reason of the use of such patented design, do'ice, material or process in connection wild the contract. and shall indemnify the Purchaser for any cost, expense or damage which it may be unlined to pay by reason of such infringement at any time during the prosecution or morr the completion of lac work. In case said egnipmcnl. or any part thereof Or the intended use of the goods, is in such suit held in constitute infringement and the use of said cgnipmcnt or pan is enjoined, the Seller shall, at its own expense and at its option, either Function for the Purchaser the right to continue using said equipment or parts, replace life ,ante with substantially equal but noninfringing equipment, or modify it so it becomes anninfringing. 15. INSOLVENCY. If the Seller shall been mc insolvent or bankrupt, make an assignment for life bereft of ercdiums. appoint a receiver or trustee for any of the Sellers property or business. this order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW, The definitions aftcmt used or the interpretation ofthe agreement and the right, ofall panics hcrcunder shall be construed under and governed by the Imes ofthe State of Coloado, USA. The following Additional Conditions apply only in cases where the Seller is to perform work horcumdet. including the scn'ices of Scllcrs Representativc(s), on the prenni,es ofothcrs. IT SELLERS RESPONSIBILITY. The Seller shall Cary on said work cat Scllcr', own risk until the same is filly completed and acccptcd, and shall, in case of any iceidenl, dcslmction or injury to the work aid/or tateriols before Seller's final eonnplclion and acceptance, complete the work it Seller's own cxpem,c and to the satisfaction of the Purchaser. Whcu materials and equipment arc furnished by othec, for installation or erection by the Scllcr, the Seller shall receive, t and, store and handle same at the site and become responsible therefor as though such materials and/or equipmou were being furnished by the Scllcr under the order. 18. INSURANCE. The Scllcr shall, it his mvn cxpcnSC. provide for the payment of workers to ... pcnsatipn, including ocatpatimed disease benefits, in its employees employed on or in connection with the work covered by this purchase order. and/or to their dependent, in accordance with the laws of the state in which the work is in be dory. The Seller shall also carry comprehensive general liability including, but not limited to. commetual and munmobile public liability insurance with bodily injury and death limit, of cat least S700,000 for anv one Prn,on, 5500.01m for any one accident and pmpeny damage limit per accident of 1400.000. The Scllcr shall likawisc require his contractors, if any, to provide for such compcnsmion and insurnncc. Before any ofthe Scllcrs or his contractors employees shall do any work upon the premises of others. the Seller shall famish file Purchnscr wilt a cc1115calc that such compcnsmion and insurance have been provided. Such certificates shall specify life date often such compensatinn and insurance have been provided. Such cenifiene, shall ,poetry fife date when Such compcnsmion and insurance expires. The Seller agrees that soh compensnfion mall insurance shall he mMntainod until after the entire work is completed mu1 accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assumes the entire responsibility and liability for any and all damage. loss or injury ofany kind or nature whatsoever m persons or property caused by or resulting from the execution ofthe work provided for in this pantheist, order or in connection herewith. The Seller will indemnify and hold harmless the Purchaser and any r all of the Parchisca ofTccrs, agents and employees form and against any and all claims, losses. damages, charges or expense,, ,whether direct or indirect. and whether to persons or pmpetty to which the Purchaser may be put or subject by reason of any act, action, ncglcet, omission or default um the pan of the Scllcr. any of his eontmemrs, or any of the Sellers or contractors ofrccrs, agents or employees. In case any suit or other proceedings .shall he brought against the Purchaser. or its officers, agents or employees at anv time on aceon l or by reason of any act. action, neglect omission or default of the seller of any of his contmden, or any of it., or their officers, agents or employees is aforesaid, the Seller hereby agrees to asunne the defense thereof and to defend fife Some at the Scllcrs own expmte, to pay any and all costs, elargeS, attorneys fees and other espen,es. any and all jndgncut, That may he incomil by or obtained ngainsl the Purchaser or any of its or their officers. agents or employees in such snits or other proceedings, and in case judgment or other lien be placed upon or obtained against the impurity of the Purchase, or said parties in or as a result of such suits or other proceedings, the Scllcr will at once cause the same to be dissolved and discharged by giving bond or otherwise. The Seller and his contractors shall take all safety precautions, furnish and install all gaard, necessary for the prevention of accidents. comply pith all laws and regulations with regard to safety including, but .without limitation, the Occupational Safety and (health Act of 1970 and all talcs and regulations issued pursnanl Iherele. Revised 0112010