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HomeMy WebLinkAbout521093 MS GOVERN - PURCHASE ORDER - 9133020 (2)City of Fort Collins Date: 06/1112013 PURCHASE ORDER PO Number Page 9133020 1 of z This number must appear on all invoices, packing slips and labels. Vendor: 521093 Ship To: SALES TAX MS GOVERN CITY OF FORT COLLINS A DIVISION OF N HARRIS COMPUTER CORP. 215 N MASON, 2ND FLOOR 1 ANTARES DR, STE 400 FORT COLLINS Colorado 80521 OTTAWA Ontario K2E 8C4 Delivery Date: 06/11/2013 Buyer: ED BONNETTE Note: PER RFP 7470 SALES TAX SOFTWARE CONTRACT AWARDED TO MS GOVERN. Line Description Quantity Ordered UOM Unit Price Extended Price i RFP for Sales Tax Software 1 LOT LS 181,140.00 2 RFP for Sales Tax Software 1 LOT LS 126,240.00 3 RFP for Sales Tax Software 1 LOT EA 34,033.00 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@fcgov.com Total $341.413.00 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Terms and Conditions Page 2 of 2 1. C01,4MERCIALDETAI S. Tax exemptions. By smote the City of Fart Collins is exempt from state and local taxes. Om Exemption Number is 98-04502. Federal Excise Tax Exemption Cerhfiove of Registry 84-6000587 is registered with the Collector of Internal Revenue, Denver, Colorado (Ref. Colorado Revised Samurai 1973, Chapter 39-26, 114 (a). Goods Rejected. GOODS REJECTED due to failure to mart specifications, either when shipped or due m defects of damage in transit, may be returned to you for credit and are not to be replaced except upon receipt of written instructions fiom the City effort Collins. Inspection. GOODS are subject to he City of Fort Collins inspection on amval. Final Acceptance. Receipt of be merchandise, services or equipment in response to this order can result in authomed payment on he part 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 Terms. Shipments must be E.O.B., City of Fort Cables, 900 Wood St, FOR Collins, CO 80522, unless otherwise specified on this order. If permission is given to prepay flight and charge separately, the original freight bill must accompany invoice. Additional charges forpocking will not be accepted. Shipment Distance. Mona manufacturers have dianbuting points in various parts of the country, shipment is expected form the .eared distribution point so destination, and excess freight will be deducted from Invoice when shipments are made from greater distance. Permits. Seller shall procme at sellers sole cast all necessary permits, certificates and licenses required by all applicable Imes, regulations, ordinances and roles of the state, municipality, territory or political subdivision where the work is performed, or required by any other duly commucted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fed Collins hamtless Gom and against all liability and loss incurred by them by reason of an alerted or esmblished violation of any such laws, regulations, ordinances, rules and requirements. Audroriaation. All parties to this condact agree that the representatives are, in Not, bona fide and possess full and complete authority to bind said parties. LIMITATION OF TERMS, This Pmcha,e Old,, expressly limits acceptance to the teats and conditions stated herein set forth and any supplementary or additional terms and convinces annexed hereto or incorporated herein by reference. Any additional or different team and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately Syou cannot make complete shipment to arrive on your promised delivery data as noted. Time is ottbe essence. Delivery and performance must be effected within the flora ,rated on the purchase order and the documents attached hereto. No acts of the Purchasers including, without limitation, acceptance ofpartial late deliveries, shall operate as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition to chat 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 ofnegligence, such acts of God, acts ofci,il or military authorities, governmental priorities, fires, strikes, flood, epidemics, wars or rots provided that notice of he conditions ...sing such delay is given to be, Purchaser within five (5) days of the time when the Seller find received knowledge hereof m the actor of any such delay, the data of delivery shall be extended for the period equal to be time actually lost by reason ofine delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this order will methanol with applicable drawings, speafctions, samples and/or other descriptions given, will be fit for he purposes intended, and performed with he highest degree of care and competence in ratordame with accepted standards for work of is miler aamre. The Seller agreea to hold the purchaser harmless from any loss, damage or expense which the Purchaser may suffer m incur on account of he Sellers breach of wananry. Tlm Seller shall replace, repair m make good, without cost to the pmchane, any defects or faults arising within one (I) year or within such longer period of time as may be prescribed by law or by he terms ofany applicable waranl provided by the Seller after be date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not omtimte a waiver of any claim under his warranty. Except as oherwise provided in this p rid base aide, the Sellers liability hereunder shall extend to all damages proximately caused by the branch of any of the foregoing wam ice 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 resume by wri nor change older. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terms, otter than legal hems, including additions to or deletions from the quantities originally ordered in the specifications or drawings, by verbal or written change order. If any suet, then, affecm he amount due or the time of part or —a hueunde, an equiabla adjustment shall be made. 6. TERMINATIONS. The Purchaser pars, at any rime by wdhen change order, terminate this agreement as to any or ell portions of the goods then not shipped, subject to any equitable adjustment between the pndice as to any work or materials then in progress provided that the Purchaser shall not be liable for any claims for anticipated prefill on tie uncompleted portion offal, goods and/or work, for incidental or consequential damages, and that no sell, adjustment be made in favor of the Seller with respect to any goods which are the Sellers s hind slack. No soch R mhination shall relieve the Purchaser or be Seller of any oftheir obligations as to any goods delivered hereunder. ]. CLAIMS FOR ADNSTMENT. Any claim for adjustment most be asserted within thirty (30) days from he date the change or lamination is Ordered. I. COMPLIANCE WITH LAW. The Seller warrants hat all goods sold Hereunder shall have been produced, sold, delivered and fiunished in strict compliance with all applicable laws and regulations to which the ga.& we subject The Seller shall execute and deliver such documents are mey be required to effect or evidence compliance. All laws and regulations required to be numpomted in agreements of tds character a¢ hereby incorpomdal herein by this reference. The 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. 9. ASSIGNMENT. Neither party $ball assign, transfer, or convey his order, or any monies due or to become due heeundet without the poor written current ofthe an,, parry. 10. TITLE. The Seller winners Poll, clear read unrestricted title to the Purchaser for all equipment, materials, and items furnished in performance of this agreement, free and clear of any and all liens, restrictions, reservations, security imereet encumbrances and claims ofohers. I L NON WAIVER. Failure of the Pu¢hoser to insist upon do,t pedormance of be terms and conditions hereof, failure or delay to any rights or operators ided herein or by law, failure to promptly notify the Seller in the event of a breath, prov he acceptance of or payment for goods hereunder or approval ofine design, shall not release the Seller of any of the warranties or obligations of this purchase order end shall not be deemed a waiver of any right of the purchaser to insist upon strict performance hersefor any of its rights or remedies se to any mch goods, regaMless of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor, shall any phhrpoded oml modification or ¢scission of this p..base order by the Purchaser operate as is waiver of any of the terror hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser neonatal. that in actual commando practice, madebulace resulltng from antitrust violations are in fact home by the Purchaser. Theremfore for good cause and as consideration for executing this purchase order, the Seller hereby resigns to the Purchaser any and all claims it may now have or hereafter acquired under federal or state antitrust laws for .all overcharges relating to the particular goods or services purchased or acquired by he Purchaser pursuant to this purchase oMer. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to cancer nonconforming or defctive goods by a date to be agreed upon by the Purchaser and the Seller and he Seller thereafter indicates its inability or unwillingness to comply, the Purchaser may cause the work to be performed by me mast expeditious means available to it, and the Seller shall pay all casts associated with such work. The Seller shall release me Purchaser and its contractors of any tier from all liability and claims of any nature resulting from the performance oferch work. This release shall apply even in me event of fault of negligence of the parry released and shall extend to be directors, officers and employees ofsuch patty. The Sellers contractual obligations, including warranty, shall not be deemed to be reduced, in any way, because curb work is performed or caused to be performed by the Purchaser. 14. PATENTS. Whenever the Seller is required to also any design, device, malarial mprocess covered by let,,, patent, trademark or copyright, he Seller shall indemnify and save [couples, the Purchaser from any and all claims for infringement by reason of he use of such paraded design, device, material or process in cmmectloa with the commit, and shall indemnify the Purchase, 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 he work. In case said equipment, or any part thereof or be intended use of he goods, is in such suit held to constitute infrar,oment and the use of said equipment or part 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 be same with substantially equal but noniefnngm, equipment, or modify hall it becomes noninfringing. I S. INSOLVENCY. If he Seller shall become insolvent or bankrupt, make as assignment for the beefil of ... dimrs, appoint a recervar or vestal for any of he Sellers property or business, his order may forthwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The def lifims ofterms used or die interpretation ofthe agreement and the rights of all parties hereunder shall be concluded under and governed by be laws ofine State of Colorado, USA. The following Additional Conditions apply only in areas where the Seller is to perbrom work hereunder, including the services of Sellers Rr,ca native(,), on he premises f.hens. 12. SELLERS RESPONSIBILITY. The Seller shell carry on said work at Seller's own risk mail the same is fully completed and accepted, and shall, in e of any accident, destruction or injury to the work could materials before Sellers final completion and acceptance, complete the work at Seller's own expense and to the satisfaction of he Purchaser. Whoa materials and equlpmeat am fhmished 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 materials and/or equipment were being Ihmisha l by the Seller under the oMer. I S. INSURANCE. The Seller stall, at his own expense, provide for be payment of workers compensation, including occupational disease benefits, to its employees employed on or in connection with the work covered by this purchase order, a cif., m their dependents in accordance Ovid, the laws of the state in which the work is a be done. The Seller shall also carry comprehensive general liability including, but not limited to, contractual and automobile public liability insurance with bodily injury and deem limits of at least $300,000 for any one person, $500,000 far any one accident and property damage limit per accident of S400,000. The Seller shall likewise require Iris contractors, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon the premises of others, the Seller shall famish me Purchaser with s certificate that such compensation and insurance have been provided. Such certificates shall specify tire date when such ca-Roatitime and volitional have been provided. Such certificates shall sped fy the date when such compensation Old in aspire. The Seller names flat such compensation and insurance shall be maintained until after the entire work is completed and accepted. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby asunrzs the anti . r...ansibtl try and liability for any and all damage, loss or injury of my 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 hamdess he Purchaser and any or all of the Producers officers, agents and employees from and against any and all claims, losses, damages, charges expenses,whether direct or indirect, and whether to per, or property to which the Purchaser may be put or subject by reason of any act, action, neglect, omission or default on he pad of the Seller, any of his contractors, or any of the Sellers or contractors officers, agents or employees. In ca any suit or other proceedings shall be bought against the Purchaser, or its officers, agents or employees in any rime on account or by reason of any at, action, neglect, omission or default of the Seller of my of his contractors or any of its or their officers, agents or employees as aforesaid, the Seller bath, ogees to assume the defense thereof and to defend the same at the Sellers own expense, to pay any and all costs, chatgcs, chanteys fees and other expenses, any and all judgments that may be incurred by or obtained against the Purchaser or any of its or their officers, agents or employees in such suits or other pmreedings, and in use judgment or otlrer lien be placed upon or obtained against be property of the Purchase, or said parties in or as a result of such suits or other proceedings, the Seller will st once cause Hie same to be dissolved and discharged by giving bond or mhwwtse. The Seller and his ...tmdms shall take It safety precautions, finish and install all guards necessary for the prevention of accidents, comply with all laws and regulations with regard to safety including, but without limitation, he Occupational Safety and Health Act of 1970 and all rules read regulations issued pursuant herein. Revised 036MI0