HomeMy WebLinkAbout541897 HYLAND SOFTWARE INC - PURCHASE ORDER - 9141754Fort Collins
Date: 09/26/2014
Vendor: 541897
HYLAND SOFTWARE INC
28500 CLEMENS RD
WESTLAKE OH 44145
PURCHASE ORDER
PO Number Page
9141754 1of2
This number must appear
on all invoices, packing
slips and labels.
Ship To: MIS
CITY OF FORT COLLINS
215 N MASON, 3RD FLOOR
FORT COLLINS CO 80524-4408
Delivery Date: 03/25/2014 Buyer: DAVID CAREY -
Note: PER INVOICE #223705 DATED 3/4/2014. NOTE VENDOR NAME CHANGE TO
#541897 HYLAND SOFTWARE.
Line Description Quantity UOM Unit Price Extended
Ordered Price
t SIRE Annual Maint for ELA
Term: 3/1/14-2/28/15
1 LOT LS
for SIRE Annual Software Maintenance for Enterprise Licenses Agreement(ELA.
Per Invoice# 223705 dated 03/04/14.
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
60,456.79
Total
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
1. COMMERCIAL DETAILS.
Tax exemptions. By statute the City of Too Collins is exempt from site and local taxes. Our Exemption Number is
11. NONWAIVER.
98-0 502. Textron Escc se Tax Exemption Certificate of Registry, 84,6000583 n registered with be Collector of
Failure of the Purchaser to inset upon strict performance of the temp and conditions hereof, failure or delay to
Imemd Revenue, Denser, Colorado (Ref Colorado Revised Statutes 1973, Chapter 39-26, 114 (m).
exe¢ise any rights or remedies provided herein or by law, failure to promptly notify the Seller in be event of a
Rai the occepmnce of. payment for good hereunder m approval of the deign, shall Out alma the Sella of
Good Rejected. GOODS REJECTED due to failure to meet specifications, either when shipped or due to defeeet of
any of the wartantio or obligations of Nis purchase order and shall not be deemed a waiver of any right of the
damage in transit, may be removed to you fiat credit and are not to be replaced except upon receipt of winner
pmchaur to insist upon strict performance himself m any of its rights or remedies as to any such goods, regardless
instructions from the City effort Collins.
of when shipped, received or accepted, . to any prior or subsequent defaull hereunder, nor shall any p.,OOad
oral modification or rescission of this purchase order by the Purchaser alienate as a waiver of any of the terns
Inspection. GOODS are subject to the City of Fan Collins inspection on in ival.
hereof,
Final Acceptance. Receipt of the merchandise, services or equipment in mpmuc to this order tan malt in
12 ASSIGNMENT OF ANTITRUST CLAIMS.
authorized payment on the pan of the City of Fort Collins. However, it is to be conditioned that FINAL
Seller and be Purchaser minimum for in actual ac .omit promise, overcharges moulting from scram mot
ACCEPTANCE is dependent upon completion of all applicable required impaction grumbles.
violations art in fact home by the Purchases. Theretofore, for good oame and m consideration fir executing this
purchase Order, the Seller hereby aligns to the Purchuer any and all claims it may now have or hereafter
Freight Terms. Shipments must be FOB,, City of [ on Collins, 100 Wood St., Fort Collins, CO 80522, unless
required under federal or state antitrust laws for such overcharges relating to the particular goods or services
Otherwise specified oa this order. Hammonton w given ou prepay freight and charge separately, the original freight
purchased or acquired by the Purchutt pursuant to this purchase order.
hill most amamnanv involve. Additional chances for mention will oar be accepted.
Shipment Distance. Where manufacturers have distributing poems in rations gala of the country, shipment is
expected from the nearest distribution point to deatiwrion, and excess freight will be deducted fmm Invoice when
shipments are made from greater distance.
Permits. Seller shall procure at sellers sole cost all necessary Permits, certificates and license required by all
applicable laws, regulations, ordinances and nales of the scale, municipality. m ntory or political subdivision where
the work is performed, or required by any other duly constituted public autlmnry haying judadinion over the work
of vendor. Seller Brother agree to hold the City of Fan Collins harmless from and against all liability sad loss
ncu.ed by them by meson of an asserted or established violation of any such laws, regulations, endurances, rules
and requirements.
Authorization All parties to this contract we that the represenmoiv, are, in fact, bona fide and possess full and
..plate mmhodry to bind said panic.
LIMITATION OF TERMS. This Purchase Order expressly I.. acceptance to be It. and conditions srated
herein set forth and any supplementary or additional terms and conditions ammxed Fail Or inco,s rated herein by
refrence. Any additional or different temta and conditions pmpased by seller are objMid to and hereby rejened.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately if y.0 cannot make complete shipment to arrive on your
promised delivery date as, noted. Time is of me extinct. 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 ofpanial late deliveri,, shall operate as a waiver of this prm'isim. In the event of any delay,
be Purchaser shall have. in addition to other legal and amiable remedies, the option of placing this order elsewhere
and holding the Seller liable for damages However, the Seller shall not be liable for damaga as a result of delays
due to cause not reasonably foreseeable which are beyond its reasonable control and Orbital its fault of negligence,
such acts of God, acrs of civil m military authorities, govemarmand priorities, fires, mikes, flood, epidemics, wars or
riots provided that nonce of the conditions causing such delay is given to the Purchaser within five (5) days of the
time when the Seller f t received knowledge thereof. In the event of any such delay, the date of delivery shall be
extended for the period equal to the time actually Jut by rcawn of the delay.
3. WARRANTY.
The Seller amounts that all goods, articles, materials and work covered by this order will conform with applicable
drawings, specifications, samples ardor other descriptions given, will be fit for the purposes intended, and
performed with the highest degree of care and compliance, in accordance with accepted standard for work of a
similar nature. The Seller agrees to hold the parchaur harmless from any lass, damage or expense which the
Purchaser may suffer or incur on account of the Sellers breach ofwamonry. The Seller shall replace, repay or make
good, without cast to the purchaer, my defects or faults arising within one (1) year or within such longer period of
time as may be p mark el by law or by be tenor of any applicable warranty provided by the Seller after the date of
acceptance of the good furnished hereunder (acceptance not to be unreasonably delayed), resulting from imperfect
or defective work done or materials fumhhed by the Seller. Acceptance or use of goods by the Purchaser shall not
constitute a waiver of any claim under this warranty. Except as offirmise provided in this purchase order, the Sellers
liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing wanantia
or guvantess, but such liability shall in no event include loss ofprofits 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 chair,, m legal terms by wrinm change order.
S. CHANGES IN COMMERCIAL TERMS.
The purchaser may make any changes to the terms, other than legal temp, including additions to or deletions fmm
m, quantities originally Ordered in be specifican o w or drawnuga, by sent or women change Oman. If any such
change affects the amount due or the time ofgerfutmarce hereunder, an equitable adjustment shall be, made.
6. TERMINATIONS.
To Purchaser may at any time by written change order, terminate this agreement as to any or all portions of the
good then not shippd, subject to any equitable adjustment between the parries as to any work or materials then in
progress provided but the Pumhucr shall not he liable for any claims for anticipated profs on be uncompleted
portion of the good -Nor work, for incidental or chair an.] damages, and that. such edjus[ment be made in
favor of the Seller with mpecrho vmy good which ore be Sellers sondam stock. No such urminatinn shall relieve
be Purchaser .,,he Seller ofany of their Obligations as to any goads delivered hereunder.
T CLAIMS FOR ADJUSTMENT.
Any claim fir adjustment must be asserted within thirty (30) days from be date the change or nomination is
omtted.
8. COMPLIANCE WITH LAW.
The Seller warrants bar all goods sold hereunder shall have been produced, sold delivered and famished in strict
compliance with all applicable laws and regulations In which be good are subjal The Seller shall execute and
deliver such documents re may be Termird to effect or evidence compliance. All laws and regulations required to be
incorporated in agreements of this character are hereby inceryomted herein by this reference. The Seller agrees to
indemnify and hold be Purchaser hmmless from all new and darnag, suffered by be Purchaser as it mutt of me
Sellers failure to comply with such law.
9. ASSIGNMENT.
Neither party shall assign, transfer, or convey this oven, of any monies due or to become due horeunder without he
prior written consent ofthe other parry.
10. TITLE.
The Seller warrants full, der and unrestricted title b be Purchaser for all equipment, marmals, and items Rounded
b perfnrmane of this agreement, free and clear of any and all him. hannomm, nervations, accuracy intcmr
encumbrances and claims of others.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS.
If be Purchaser directs the Seller to correct mmmd( ing or defective goods by a date to be agreed upon by the
Purchase, and the Seller, and the Seller thereafter indicates its inability m unwillingness to comply, the Pumhaer
may cause the work to be Performed] by be most expeditious means available to it, and the Seller shall pay all
costs nssocined with such work.
The Seller shall release be Pumhutt and its contractors of any tier fmm all liability and claims of any nature
resulting fmm the performance of such work.
This release shall apply even in the event of fault of negligence of the parry released rout shall extend to the
directors, ollicers and employees of such party.
The Seller's contractual obligations, including wammty, shall not be deemed to be reduced, in any way, because
such work is pert moth or caused to be performed by the Purchaser.
14. PATENTS.
Wbeneva the Seller is criminal to uae any design, device, material or process covered by lave,, patent, andetnark
r copyright, the Seller shall indemnify and save harmless the Purchaser fmm any out all claims for infringement
by reason of the use of such patented design, device, material or process in connection with the contract, and
shall indemnify the Purchaser for any cost, expense or damage which it my be obliged to pay by ream. of such
infringement so any time during the prosecution or affer the completion of the work. In case said equipment, or
any pan therm( or the intended use of the goad, is in such suit held to constitute infringement and the use of
said ryu lashem or pan is enjoiand, the Seller shall, . us own expense and at its option, either pmcore for the
Purchaser the right t continue in, said equipment m pans, mpla ,the same with substantially equal but
ro ninf inging experiment, or modify it so it becomes interchanging.
15. INSOLVENCY.
If the Seller shall become insolvent or bran mpt, make an assignment for the benefil of creditors, appoint a
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 afterns used or the imaprenation ofthe agreement and the rights of ail panic hereunder shall be
command under and gu.ad by the laws of the State of Colorado, USA.
The following Additional Conditions apply only in cases where me Seller is to perform work herunden
including the service of Sellm Reprtsevativga), as the premise of others.
IT SELLERS RESPONSIBILITY.
The Seller shall cony on said work at Sellers own risk until the same is fully completed and accepted, and shall,
in rose of any accident, destruction or injury to the work and/or materials before Settees rural completion and
acceptance, complete the work at Seller's own expense and to the satisfaction of the Purchaser. When materials
and equipmmu arc f mishcd by others for couslation or erection by the Seller, the Seller shall receive, unload,
stare and handle same at the site and become responsible therefor as though such naterials smFor equipment
were being famished by the Sella under be Order.
18. INSURANCE.
The Seller shall, at his own expense, provide for the payment of workers contravention, including ocmpational
disease benefits, to to employees employed on or in connection with the work covered by this purchase other,
ardor to their dependents in accordance with the laws of the state in which the work is to 4 done. The Seller
shall also wry comprebensive general liability including, but not limited In, contractual and automobile public
liability imurantt with bplily injury and drdth limits of ar least 53ogoW for any one Panama, 5500,0(U for my
one accident and property damage limit per accident of lif0op00. The Seller shall likewise require his
contracmn, if say, to provide for such compensation end insurance. Before any of me Sellers or his contractors
employees shall do any work upon the premises of others, the Seller shall furnish be Purchaer with a eenificale
that such compensation and insurance have been provided. Such cenilientes shall specify the date when such
compensation and insurance have been provided. Such mitificates shall specify the date when such compensation
and insurance expires. The Seller v,cca that such compemarion and insurance shall be ram mined wril mfler the
entire work is completed and acceptd.
19. PROTEMON AGAINST ACCIDENTS AND DAMAGES.
The Seller hereby assume, the entire responsibility and liability for any and all damage, loss or injury, of any kind
r nature whatsoever to persons or progeny caused by or resulting fmm 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
r all of the Purchasers officers, agents and employees from and against any and all claims, losses, damages,
charges or expenses, whether direct or indirm, and whether to persons or property to which the Purchaser may
he put or subject by reason of my act. action. region, omission or default on be pan of be Seller, any of hb
contactors, or any of be Sellers or rontme o x officers, agents err employe,. In cue any suit or other
proceedings shall be brought against be Purchua, or its officers, agents or employees at 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 officers, agents or employees as aforesaid, the Seller hereby agrees b assume the defense thereof and to
defend be same at be Sellers own expense, to Ray any and all cosu, charges, annual fees and ober expenws,
any and all judgments that may be cannot by or obtained against be Purchase or any Of its or their officers,
agents or employees in such suits or .her proceedings, and in case judgment or other Into be placed upon or
obtained against the pmpany of the Purchaser, or said parties in Or as a result of such mini m other pmeeedmgs,
be Seller will at once tang, the same to her dissolved and discharged by giving bond or otherwise. The Seller and
his connection shall take all satiny procautions, famish and irumll all guards necessary for the gravamina of
accidents, comply with all laws and regulations with regard to satiny including, but without limitation, the
Oom,ant... I Safety and! Health Act of 1970 and till sales and regulations named pursumo beret.
Revised 07n014