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HomeMy WebLinkAbout189591 TRAPEZE SOFTWARE GROUP INC - PURCHASE ORDER - 9143157Fort Collins Date: 06/09/2014 PURCHASE ORDER Vendor: 189591 TRAPEZE SOFTWARE GROUP INC PO BOX 202528 DALLAS TX 75320-2528 PO Number Page 9143157 1of2 This number must appear on all invoices, packing sli s and labels. Ship To: TRANSFORT BUS FACILITY CITY OF FORT COLLINS 6570 FORTNER ROAD CITY OF FORT COLLINS CO 8052 Delivery Date: 06/09/2014 Buyer: PAUL, GERRY Note: Line Description Quantity Ordered UOM Unit Price Extended Price 1 Transit Asset Mngt. Software 1 LOT LS 177,270.00 License z Year 1 Warranty 1 LOT EA 6,217.00 24 X 7 Critical Support 3 Year 1 WarrantyCrystal Reports 1 LOT EA 580.00 Crystal X1 Reports 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 $184,067.00 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 I. COMMERCIALDETAIIS. Tax exemptions. By statute the City of Fon Collins is exempt from stoic and local mass. Our Exemption Number is 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 a registered with the Collector of barrel Revenue, Denver, Colorado (Ref. Colorado Revised Stamens 1973, Chapter 39-26, 114 (a). Goods Rejected GOODS REJECTED due to failure to meet specifications, either when shipped or due m rebates of damage in transit, may be reti mad a you for credit and ate n., of be replaced except upon receipt of written interactions from the City of Fort Collins. Inspection. GOODS are subject to the City of Fon Colliers impaction on artisal Final Acceptance. Receipt of the mercbandes, smices or equipment in tesporae to this order can result in authorized payment on the pica of the City of Fon Collins. Hmweve, it is to be understood Am FINAL ACCEPTANCE a dependent upon completion strait applicable required inspection precedures. Freight Team. Shipments must be FOR, City of Fort Collins, 700 Wood St., Fort Collins, CO 80522, unless otherwise specified on this order. If permission is given to prepay freight and charge separately, the original freight bill mast accompany invoice. Additional charges politicking will not be accepted. Shipment Distance. Where manufacturers have distributing points in various pans of the coumry, shipment is expected from the nearest distribution point as desiccation, and excess freight will be deducted from Invoice when shipments are made firm greater distance. Permits. Seller shall procure at sellers sole cent all necessary pennies, cenifiwtes and liecoms required by all applicable laws, regulations, ordinances and toles fthe sure, municipality, territory or political subdivision where the week is performed, in required by any other duly conatimed public authority havingjuisdiclion over the work of vendor, Seller further agrees to hold the City of Fart Collins harmless from and against all liability and lass reed by them by rmsott of ten asserted or established violation of any such laws, regulations, ordinances, toles noI re,man ,tor. Authorization. All parties to this contract agree that the reponenrntives are, in fact, bona fide and possess full and complete authority to bind said panics. LIMITATION OF TERMS. This Purchase Order esprecsly limits acceptance re the hems and emndairm, stated herein set feed and any supplementary or additional terms and conditions mmexed hereto or incorporated herein by reference. Any additional or different sons and conditions proposed by seller are objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately ifyou earn., make complete shipment to wave au your promised delivery date as rimed. Time is of Ore essence. Delivery and Verfoammer, most be eHFcled within the It... sound on the purchase order and tbu document, unoched heam. No acts of the Purchasers including, wifnn, limitation, acceptance of partial lam deliveries, shall operate as a waiver of this provision. In the event of any delay, the Purchaser shall have, in addition to other legal and cymarble remedies, the option ofplwin, this mile, elsewhere and holding the Seller liable for damages. However, the Seller shall no, he liable for damages m a result of delays due to causes not reasonably f ens cable which are beyond its reasonable control and without its fault of negligence, such acts of God, acts ofcivil or military authorities, govemmened Estimates, fires, strikes, flood, epidemics, wars or riots provided that notice of the conditions coming such delay is given to the Rurchmer within five (5) days of Of time when the Seller first received knowledge thereof. In the event of my such delay, the date of delivery shall t, extended for the period equal to the time actually lost by mason of the delay. 3. WARRANTY. The Seller warrants that all goods, articles, materials and work covered by this ocher 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 sandards for work of a similar nature. The Seller agrees to hold the Furth r hennless from any loss, damage or expense which the Purchaser may suffer or incur on account of the Sellers breach of warranty. The Seller shall replace, apair or make good, without dent o the purchaser, any defects or faults arising within one (1) year or within such longer penml of time m may be prescribed by law or by the team ofany applicable %amnry presided by the Seller after the dad of acceptance of the goods famished hereunder (acceptance not to he ua.bly delayed), resulting from imperfect or defective work done of m noel, furnished by the Seller. Acceptance or me of goods by the Purchase, shall not constitute a waiver of any claim under this warranty. Except ns otherwise provided in this purchase order, she Sellers liability hereunder shall extend to all damages prematurely caused by the breach of any of the foregoing warranties or guarantees, but such liability shall in no event include loss of mefils er loss of use. NO IMPLIED WARRANI OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANGES IN LEGAL TERMS. The Purchaser may make changes to legal terms by written change ocher. S. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to the terns, other Iban legal toms, including additions to or deletions from the gmr...ax originally —h—d in the specification, or mo wiry, by verlul or written change order. If any such change refTecn the ..out due or the time of performance Ino unce, an equitable adjustment shall be made. 6. TERMINATIONS. life Purchaser may at any firm by written change order, tetminme this agreement as no otry or all portions of the gods fen not shipped, subject to any equitable adjmtment between the parties m to any work or materials then is progress provided that are Purchaser shall not be liable fur any claims for anticipated pof t, if he forroWlened portion eathe gaol ani work, fir incidental or consequential damages, and that W such adjm,mem be made in favor of the Seller with respect to any goods which ate the Sellers standard stock. No such termination shall relieve the Purchaer or the Seller ofifty of their obligations as to any goods delivered heeunder. ]. CLAIMS FOR ADJUSTMENT. Any claim far adjustment mast be assdaed -whirs thirty (30) days from the dam the cfiange or ornmermian is ordered. S. COMPLIANCE WITH LAW. The Seller warrants that ell goods sold hereunder shall have been Financed, sold, delivered and famished in shier compliance with all applicable laws and regulations to which the goads are subject. The Sellef shall execute and deliver such documents as may be squired m effect or evidence compliance. All laws and regulations required to be rev rNamad in agreements of this character are hereby incorporated herein by this reference. The Sellef agues to indemnify, and hold the Rushmore haunt Gore all costs and damages suffered by the Putchuer as a result of the Sellers failure t. comply with such law. 9. ASSIGNMENT. Neither parry shall resign transfer, or convey this ocher, or any monies due or m become due hereunder without the poor winners consent of the other pang. 10. TITLE. The Seller warrants full, clear and un clo cled life to the Pundrser air all equipment, materials, and items fumished in performance of this agreement, free and deer of any and all lieu, mmections, reservations, security interest encumbrances and claims ofothers. 11. NONWAIVER. Failure of the Purchmer to insist upon strict performance of the terms and conditions humor, failure or delay to ex,isim any rights or remedies provided herein of by law, failure to promptly notify the Seller in the count of a breach, the acceptance of or payment for goods hereunder or approval of the design, shall not Hamm the Seller of any of the warranties of obligations of this purchase older and shall not be deemed a waive, of ony right of the purchaser to insist upon strict performance hereofor any of its rights or remedies m to any such goads, regardless of when shipped, received or accepted, m to any prior or subsequent default hereunder, nor shall any purported oat modification or rescission of this purcn. • order by the Purchaser opeate of a weem, of any of the toms hamof. 12. ASSIGNMENT OF ANr1TRUST CLiMMS. Seller and the Purehmer recogniz, that in actual overcome practice, ovecharges resulting from suctrmt violations are in fact moan by the Purchases. Theretofore, far good wore and as consideration for executing this purchase order, the Seller hereby assigns m the Purchaser any end all claims it may, now have or hereafter acquired under federal or state antioust laws for such overcharges relating to the particular goods or services purchased or mgnirM by the Purchaser pursuant of this purchase order. 13. PURCHASERS PERFORMANCE: OF SELLERS OBLIGATIONS. If the Purchmcr dvecn the Seller to correct nonconforming or detective 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 Pu elemer may cause the work to be performed by the mead expeditious seam available to it, and the Seller shall pay all cots associated with such work. Ile Seller shall release the Purchaser and its contractors of any tier from all liability and claims of any nmure resulting from the pert rmance of such work. q Lis relaase shall apply even in the .,rift of foul, of negligence of the party released and shall extend rut the directors, effects and employees o1'such party. Tee Sellers commctoal obligations, including warranty, shall not he d«reed to be reduced, in any w.ry, became such week is pert rased or cmtsed 9. be performed by me Purchaser. W. PATENTS. Whenever the Seller is required to use any design, chance, material or process covered by lens, Extent, trademark r copyright, the Sell,, shall indemnify and save harmless the Purchase, from any aad all claims for infringement by reason of the use of such patented design, device, numerical or process in connection with the ormana, and shall indemnify the purchaser for any cost, expense or damage which it may be obliged to pay by mason of such waria,emem at any time doing the pourearion or after the completion of the work. In case said equipment, or any part thereof or the intended use of the good,, is in web sear held as c... Hand inlnngament and the use of said c lulpnmat or pan is enjoined, the Seller shall, an its awn expense and at its option, either procure for the Purchaser the rigbt to continue using said equipment or pans, replace the same with substantially squal bur nownfnnging equipment, or modify it so it becomes noninfiinging. 15, INSOLVENCY. If the Seller Ofti became insolvent or bartkmpt, node an assignment for the benefit of creditors, appoint a receives or trustee for any of the Sellers property or business, this order may forthwith b, canceled by the Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used in the inalmlation of the agreement ad he rights of all panics hereunder shall be consumed trader and governed by the laws of the Stale of Celmade, USA. The following Additional Conditions apply only in cases where the Seller is to perform work hereunder, including the services rSafe, Repreantative(s), on the premises of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work 0 Seller's own risk uufil the same is fully completed and accepted, and shall, in use of any accident, destruction or injury to the work andbr materials before Sellers East completion and acceptance, complete the work at Seller's own expense and m the satisfaction of the PuBle ser. When materials and ryuipmcm are famished by others for installation or erection by the Seller, the Seller shall receic, unload, store and handle same at the site and became responsible therefor as though such materials amVor equipment were being fumished by the Seller under the order. 18. INSURANCE. The Seller shall, at has own expense, provide for the payment of workers compensation, including osempefional disease benefits, to its employees employed on or in upwartion with Not work covered by this purchase order, anNm as their dependents in accordance with the taus of the state in which the work is to he done. The Seller shall also away comprehensive general liability including, but not limiled to, contractual and automobile public liability imumnce —. bodily inryry end death lands of an boa, DogoCO fur any one Ixrwn, SSoo.mp for any one accident and property damage limit per accident of S400,000. The Seller shall likewise requite his rmmctma. if my. to pma;de for such compensation and maumnce. Before any of the Sellers or his commet rs employees shall do any work upon the premises of ofen, the Seller shall famish the Purchaser with a certificate flat such c mpensnion and mannow, Ease been paraded. Such certificates shall spttify the rule when such ompmsati et and moisture have been provided. Such certificates shall specify the die when such compensation unit insurance expires. The Seller ngmes that such compensation and insurance shall be mainmined until after the entire work is completed and accepted. If. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby ass es de entire mpomibiliy and liability for any and all damage, loss or injury ofany kind to. whatsoever to persons or property caused by or reselling from the <xencrom of the work provided for in ,his purchase order or is coneaeim a hcrewlf. The Seller will hdemnity and hold banalres the Pumlism, and any or all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages, charges or expenses, whether direct or indirect, and whether to persons or property to which the Purchaser may Ed put or subject by reason of any act, action, neglect, omission or default on the pan of the Sell„ any of his contractors, in any of the Sellers or contractors ofTcers, agents or employees. In rese any suit ar .,her proceedings shall be brought against the Purchme, or its officer, agents or employees a, any time on account or by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or their olficets, agents or employees as aforesaid, the Seller hereby agrees to assume the defense thereof and to defend the same m the Sellers own expense, to pay any and all costs, changes, airways fees and other expenses, any said all judgments that may he incurred by or chained against the Purchaer or any of its or their officers, agents or employees m such suits or other proceedings, and in eme, judgment or ether lien be placed upon or obtainel against the pmpeny of the Purchase, or said parties in or as a.1, of such stein or ether proceedings, the Sella will in once caeca the were to he dissolved and diwoh W by giving band or mherwise. The Seller and his contractors shall take all safety prceautiom, furnish and install ell uads necessary fro the prevention of accidenn, comply wish all laws and regulations with regard to safely including, but without limitation, the Occupational Safety and Health Act of 1970 and all toles and regulations issued pursuant thereto. Revised 03rz010