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HomeMy WebLinkAbout158198 VERTEX INC - PURCHASE ORDER - 9145005PO PURCHASE ORDER 914500er Page C117/ of PURCHASE 9145005 ' of 2 `t ( OI I Ins This number must appear \� l` on all invoices, packing sli s and labels. Date: 08/29/2014 Vendor: 158198 Ship To: MIS VERTEX INC CITY OF FORT COLLINS 1041 OLD CASSATT ROAD 215 N MASON, 3RD FLOOR BERWYN PA 19312 FORT COLLINS CO 80524-4408 Delivery Date: 08/29/2014 Buyer: ED BONNETTE Note: PER INVOICE #4111161 DATED 17-AUG-14. PAYROLL TAX Q SERIES SOLUTION SERVICES AGREEMENT. FOR TERM 01-OCT-2014 THRU 30-SEP-2015. Line Description Quantity Ordered . UOM Unit Price Extended Price PAYROLL TAX Q SERIES SOLUTION 1 LOT LS 6,780.00 SERVICE AGREEMENT PAYROLL TAX Q SERIES SOLUTION SERVICE AGREEMENT TERM: 10/01/2014-09/30/2015 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.mm Pay terms net 30 days 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. COMMERCIAL DETAILS. Tax exemptions. By statute the City of Fort Collins is exempt from state and local taxes. Our Exemption Number us 98-01502. Federal Exam Tao Exemption Cau cme of Registry 84L0005R7 is regismed with the Collector of Internal Became, Denver. Colorado (Ref Colorado Revised Smums 1973, Chapter 39-26, 114 (a), Goods Rejected, GOODS REJECTED due to failure to meet specifications, either when shipped or due to defects of damage in torsi, may M resumed to you tar credit and are not In be replaced except upon receipt of wnmen uchatetices from dee City ofrom Collins. Inspection. GOODS ate subjects be Ciry of Fon Collins inspection cn arrival. Final Acceptance. Receipt of the merchandise, services or equipment in pupanse to this order can result in authorized payment on the pan of the City of Fort Collins. However, it is to be understood that FINAL ACCEPTANCE is dependent upon completion of all applicable required inspection procaura, Freight Perms. Shipments must be F.O.B., City of ran Collins, 700 Wood St, Fort Collins, CO 80522. unless othenise specified ort this area. If permission is given 1. prepay f ightand charge scparamly, the original freight bill most accompany invoice. Additional charges for packing will mt he accepted. Shipment Distance. Where manufacturers have distnbming points in various pans of the country, shipment is expected from the nem s, distribution prim t. destination, and excess freight will be deducted Gom Invoice when shipments are made from greater distance. Parnms. Seller shall procure or sellers sole cost all necessary pernits, certificates and licenses required by all applicable holes, regulations, asdinances and rules of the sum, municipealry, temtory or political subdivision where the work is parliament, or requital by any, other duly combatted public mallwnry having jurisdiction ova the work of vendor. Seller fabler agrees to hold the City of Fort Collins harmless from and against all liability and loss incurred by them by reason of an maned Or established violation of any such laws, regulations, ordiances, rules and requirements. Authori,catiom All parries to this contrmct agree that the nprescnutives are, in fact, Man fide and possess full and complete authority to bind said parries. LIMITATION OF TERMS. This Purchase Orden expressly limits acttptance, b be lams and conditions stated herein set forth and any supplementary or additional terms and conditions annexed hemp or incorpoomd herein by reference. Any additional or di Recent terms and conditions proposed by seller are objected to and hereby ejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you annul rake complete shipment in arise on your promised delivery der , as noted. Time is of be... Delivery and psafnm bee matt be eiauted within the lime stated an the purchase order and the documents attached hereto. No aces of be Purchmers including, without limitation, acceptance of patial late deliveries, shall perm as a waiver of Nis provision. In the went copy delay, the Purchaser shall bays, in addition to other legal and equitable remedies, the option of placing this order elsewhere and holding the Seller liable for Mmages, Howcva, the Sella stroll not be liable for damages as s result uFdclay, due to causes not reasonably foreseeable which arc beyond its reasonable control and without its fault of negligence, such acts of God, rots ofcivil m military authorities, governments] priorities, f s, arikes Rood, epidemics, wars or nots provided bar notice of the conditions causing such delay is given to be Purchaser within five (5) days of be time when be Sena f T received knowledge thereof. In be event of any such delay, be dale of delivery shall be, extended for the penal equal to the time actually lost by rearm 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, rmples arNor other descriptions given, will be fit for be purposes intended, and performed with be highest degree of care mall competence in acmrdana with accepted standards for work of a imila, nature. The Seller agrees to Mid the Rochester harmless from any loss, damage or e.,. which be Purchaser may suffer or incur on account of the Sellers breach of ecaronry. The Seller shall replace, exTe it or make good, without cost to be purchaser, any defects or faults arising within one (I) year or within such longer period of time as may be prescribed by law or by be mmrs of any applicable warranty provided by the Seller tine, the date of acceptance of the goods famished hereunder (acceptance not to be unreasonably delayed), resulting from imperlxt or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not commust,. waiver of any claim under this warranty. Except as obcnise pravided in bit Furcbas, abler, the Sellers liability herma der shall exmrml to all damages proximaely mused by the breach of any of Ne foregoing wasmmies or guarantees, but such liability shall in no event include loss of prifib or lass of use. NO IMPLIED WARRANTY OR MERCI IANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 6. CHANGES IN LEGAL TERMS. The purchaser may make changes To legal isms by wdtten change order. 5. CHANGES IN COMMERCIAL TERMS. The Purchaser may make any changes to be terms, other than legal terms, including additions to or deletions from the qco nflies originally .Nerel in the specifications or drawinga, by verbal or written change order. If any such change affects the amount due or the time of perfonnnnc, hereunder, an e)uitable adjustment shall be made. 6_ TERMINATIONS. The Puehsser may at any time by wommor change order. mundivte this movement as to coy or all portions of the gods then not shipped, subject a any equitable adjustment between be parries as m any work o, nationals then in progress provided that be Purchuser shall not be liable for any claims for anticipated Profs on be uncumplaed Fusion of the grads and/or work, for accidental or consequential d rages, and deal net such adjustment M made a to. of Ne Seller with resrem to any goods which are the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller of any of their obligations as to any Goods delivered hereunder. ]. CLAIMS FOR AD3USTMENT. Any claim for adjustanent most M asserted within thirty (30) days from be date be change or termination is oNered. 8. COMPLIANCE WITH LAW. The Seller warrants that all goods sold hereunder shall have been produced, sold, delivered And famished in strict compliance with all applicable laws and regulations to which the good are subject. The Sella shall execute and deliver such documents as may be required to eRect or evidence compliance. All laws and regulations required to be ncoryorated in agreements of Nis characlto Arc Much, incorporated heroin by this reference. The Seller agrees to indemnify and hold Ne Purchaer hvmless from all costs and damages suffered by the Purchaser as a rcsoil of be Sellers failure to comply with such law. 9. ASSIGNMENT. Neither party shall assign, transfer, m convey bis order, or any monies due or to become due hereunder without be prim written consent of be other patty. I O. TITLE. The Seller woronn full, clear and uniatnmed title to the Purchaser for all equipment, materials, and items famished in performance of this agreement, Gee and clear of any and all liens, eshletions, reservations, security interest encumbmncw and claims ofighers. 11. NONWAIVER. Feature of the Franchiser to insist upon strict performance of the terms and conditions hereof, failure or delay a y rights m remedies provided hm erein by law, failure ro to pmptly notify the Seller in the event ofa breach, the anacceptance afar payment for good hereunder or approval of be deign, shall am release use Seller of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the purchaser to insist upon strict performance hereof or any of its rights or remedies as to any such goods, regaedlas .f when shipped, received or accepted, as ou nny prior or subsequent default hereunder, an, shall any purported anal modification or rescission of this purchase order by be Purchaser operate as a waiver of any of the terms hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. Seller and the Purchaser mcognlze that in actual m is practice, overcharges resulting from antitrust violations are in fact home by the Purchaser. Theetafnef tr good cause 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 acquired order federal or stare antitrust laws far such overcharges relating in the particular goods or services purchased or acquired by the Purchase pursuant m this Pman. order. 13. PURCHASERS PF.RFORNIANCE OF SELLERS OBLIGATIONS. If the Purchaser direr¢ the Seller to correct nonconforming or defective goals by a dam to be agreed upon by the Purchaser and the Seller, and the Seller themaller indicates its inability or unwillingness to comply, the Purchaser may arse the work t0 be performed by he nest expeditious means available to it, and the Seller shall pay all costs associated with such work. The Sella dull release the Purchaser and its mntracem, afany tier from all liability and claims of eery .lure resulting from the performance attach work. This release shall apply even in be event of fault of negligence of the parry released and shall extend to the directors, officers and employees of such an,. The Selina, commictuk obligations, including warranty, shall not M deemed Io M reduced, in any way, because such work is Fermented or aural a M performed by be Purchaser. 14. PATENTS. Whenever the Seller is required to use any design, device, material or process covered by letter, parent, trademark copyright, the Seller shall indemnify and save harmless the Purchaser from any and all claims for infringement by rearm of the use of such patented design, device, material err prness in connection with the contract, and shall indemnify the Purchases for any cost, expense or damage which it may M obliged to pay by reason of such infringement at any time during be Reinsertion or after the completion of the wort In case said equipment, or any pan thereof or the intended use of be goods. is in such suit held to mnstinem arrangement and the use of said equipment in pan is enjoined, the Seller shall, at its own expense and at its option, either procure for be Purchaser the right 10 continue using said equipment or pans, replace the same with substantially equal but marrfringing equipment, or modify it so it becomes noninranging. I S. INSOLVENCY. If The Sella shall become insolvent or bankmpt, make an msigtmem for the repair of creditors, appoint a readvor or haste, for any of the Sellers properly or business, this arder may foMwith be canceled by be Purchaser without liability. 16. GOVERNING LAW. The definitions of terms used or be intemremti.n of the agreement and be rights of all parties hereunder shall be construed undo and gaccrued by be laws ofthe Sum of Colorado. USA. The following Additional Conditions apply only in case where be Seller is to peefxtm work hereunder including the services ofSdkrs Represenutive(s), on the pumbea of others. 17. SELLERS RESPONSIBILITY. The Seller shall carry on said work at Sellers own risk until the same is fully completed and accepted, and shall, in u of any accident, destruction or injury to be work andor mmmals before Seller's final completion and acceptance, complete be work at Sellers own expense and to the sctisfarmn of the Pumhver. When materials ark equipment are f onished by obers for installation or ertnion by IFe Seller, the Sella shall receive, unload sae and handle same at be sire and become responsible Therefor as though such materials aWm equipment were being famished by the Seller under the order. 18. INSURANCE. The Seller shall, at his own expanse, provide for be paymenr of workers compensation, including o eripaii...I disease benefits, to its employees employed on or in connection with be work covered by this purchase order, and/or to their depekmrs in accordance with be laws of the some in which be work is to be dam. The Seller shall also carry 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, S50 ,000 fat any one accident and property damage limit per accident of S,I00,000. The Seller shall likewise require his comments, if any, to provide for such compensation and insurance. Before any of the Sellers or his contractors employees shall do any work upon Ne premise f.Nees, be Seller shall famish the Purchaser with a celifica, bar such compensation anal insurance have been provided. Such cmmcares shall specify be dam when such compadmition and commove have been provided. Such ttnifiaras shall specifythe date when such compensation and insurance expires. The Seller agrees that such compensation ark insurance shall he maintained until auto be entire work is completed and occurred. 19. PROT ECTION 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 Caine wMsoever to persons or property causal by or resulting from be execution ofthe work provided for in Nis purcM1use order in in annecdon herewith. The Seller will indemnify and Mid harmless Ne Purchase, and any r all of the Pwchsstoa milkers, agens and employees farm and against any and all claims, losses, damages, in or expenses, whether direct or indirect, and whether ra persons or property to which be Purchaser may be put or subject by reason of any act, action, neglect, omission or default on the pan of Ne Seller, any of his contractors, or any of the Sellers Or contractors officers, agents or employees. In case any suit or other pmecedings shall be, brought against be Purchasm, or its oRic ins, agents or employees at any time on account or by rear. of any acS action, neglect, omission or default of the Seller of any of his contractors or any of its or bear odMcrs, agents or employees us afomsaid, be Seller hereby agrees to assume be defense thereof and in defend be same at the Sellers own expense, to pay any and all costs, charges, arameys firs and obey expenses, any and all judgments that may M incurred by or obtained against the Purchase, or any of its or their officers, agents or employees in such suits or other praectimps, and in case judgment Or other lien be placed upon or around against be property of be Purchaser, or said parries in or to a result of such suits Or other proceedings, the Seller will at once cave the same a M dis elved and dirharged by giving Mad or otherwise. The Seller and his contractors shall take k1 safey precautions, famish and install Or guard m nscary for be peevenlion of accidents, comply with all laws and regulations with regard to safety including, Mt without limitation, the Oxematimed Safety and Health Act of 1970 and all notes and utilizations issued pmsuannhaca. Revised OT/2014