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HomeMy WebLinkAbout541897 HYLAND SOFTWARE INC - PURCHASE ORDER - 9150010Fort Collins PURCHASE ORDER PO Number Page 9150010 1of2 This number must appear on all invoices, packing slips and labels. Date: 01/02/2015 Vendor: 541897 Ship To: MIS HYLAND SOFTWARE INC CITY OF FORT COLLINS 28500 CLEMENS RD 215 N MASON, 3RD FLOOR WESTLAKE OH 44145 FORT COLLINS CO 80524-4408 Delivery Date: 01/02/2015 Buver: ED BONNETTE Note: SIRE ANNUAL MAINTENANCE 3/1/15-2/28/16, PER INVOICE #257887 11/26114. Line Description Quantity UOM Unit Price Extended Ordered Price 1 SIRE ANNUAL MAINTENANCE ENTERPRISE LIC AGREEMENT 1 LOT LS SIRE ANNUAL MAINTENANCE FOR ENTERPRISE LICENSES AGREEMANT (ELA) TERM: 3/1/15-2/28/16 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 Condifjons Page 2 of 2 1. COMMERCIALDETAIIS. Tax exemption. By statute the City of Fort Collins is exempt from state and local ..as Our Examine. Number is 11. NON WAIVER. 98-04502. Federal Excise Tax Exemption Certificate of Registry 84-6000587 is registered with the Colle.or of Failure of the Purchnser to insist upon strict performance of the it. and conditions helmf, failure or delay m Internal Revenue, Denver, Colorado fRef. Colorado Revised Statutes 1973, Chapta 39-26, 1 if (a). exercise my rights or remedies provided herein or by law, failure to prompnly notify the Seller in the went of a breach, the acceptance of or payment for goods hereunder or approval ofthe design, shall not release the Seller of Goads Rejected, GOODS REJECTED due to failure 0 meet spalfie tione, either when shipped or due to defects of any of the warranties or obligations of this purchase order and shall not be deemed a waiver of any right of the damage in mouth, may be returned to You for credit and art not to b, replaced except upon receipt of written purchaser to insist upon strict performance hereof or my of its rights or remedies as to any such goods, regardless insemctions fen me Ciry of Fort Collim. of when shipped, received or accepted, as to my prior or subsequent default berteendn, nor shall any ptupomnd oral moditiration or rescission of this purchase mit by the Forehmer operane as a waiver of my of the team Impaction. GOODS are subject b the City of Fort Collim inspection on survival. hereof. Final Acceptance. Receipt of the merchandise, services in equipment in response to this order can resch in 12. ASSIGNMENT OF ANTITRUST CLAIMS. outhonud payment on the parr of the City of Fort Collins. However, it is to be understood that FINAL Seller and the Purchma recognise that in actual wmomic practice, overcharges resulting from antitrust ACCEPTANCE is dependent upon completion atoll applicable required inspemon prmedmes, violations are in fact borne by the Footrace, Thereof , for good came and as consideration for executing this purchase orda, the Seller hereby assigns to the Purchaser any and all claims it may now have or broader Freight Terms. Shipments most be F.O.B., City of Fort Collins, 900 Wood St, Fan Collins, CO 80522, unless acquired under fedeml or state antitrust laws for such overchargus relating to the particular goods or services otherwise specified on this code, If permission is given to prepay freight and charge intimately, the original freight purchased or acquired by the Purchaser pursuant to this purchase order. hit most acmmnanv invoice. Additional charats for contract will not be recmted. Shipment Disomce. Where manufactures have drstrb ore, points in variom Irons or the muntry, shipment is expected four the nmeat dumbmim prim to distinction, and raw. height will be daNunW food Invoice when shipments are made from greener do.. Permits. Sella shall procure at sellers sale cost all necessary permits, canifmtus and licenses capital by all applicable laws, regulations, ordinance and rules of the sure, municipality, temmry or political subdivision where the work is performed, or ratified by any other duly constituted public authority having jurisdiction over the work of vendor. Seller further agrees to hold the City of Fact Collins harmless from and against all liability and loss tareed by them by reason of as asserted or established violation of any such laws, regulations, ordinances, rules requirements. Autherimfion. All parties to this contract agree that the efprescnumiva are, in fret, bona fide and possess full and complete amhooiry to bind said pantie. LIMITATION OF TERMS. This Purchase Order expressly limits acceptance of the burns and coodiaom stated bertiv set forth and my supplementary or additional corms and conditions amexed hereto or incorporated herein by reference. Any additional or different terms and mnditiom pmpost by seller aft objected to and hereby rejected. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment to arrive on your promised delivery dam as ..led, Time is of the aunts. Delivery and performance must be effected within the time stated on the purchase order and the documents attached hereto. No offs of the Purchasers including, without limitation, acceptance of partial late deliveries, shall o,mae as a waiver of this Provision. In the event army delay, the Purchni shall have, in addition to other legal and equitable remedies, se option ofplacing this under elsewhere and holding the Sella liable for damages. However, the Sella shall not be liable for damage as a fault of delays due to ca es; not maximally foreseeable which are beyond its reasonable mawl and without its fault of negligence, such area of Gad, acts tarried or military authorities, govemmeam prionties, fires, strikes, flood, epidemics, wars or hots pmvid that notice of the conditions rousing such delay is given to the Purchaser within five (5) days of the time what me Seller firs, received knowledge Rector In the event of my such delay, the date of delivery shall be extended for the prod expire] to the time actually lost by reason ofthe delay. 3. WARRANTY. The Sella warrants that all goods, articles, materials and work revert by this order will conform with applicable drawings, specifications, samples amour other descriptions given, will be fit for the putpmes immded, and performed with the highest degree of care at competence In accordance was retailed standaNs for work of a similar nature. The Sella agrees to hold the purchaser hen adcar from my loss, damage or expense which the er purehasmay suf i or Motors recomt ofthe Sellers Mach of wmreary. The Sella shall replace, repay of make good, without cos, to the purchaser, my defects or faults arising within one (1) year or within such longer period or time as may be prescribed by law or by se times of any applicable warranty provided by the Sella eRer the date or acceptance of the goods famished hereunder (Maplmce not in be unreasonably delayed), resulting from imperfect or defective work done or materials famished by the Seller. Acceptance or use of good by the Purchaser shall not constitute a waiver of my claim under this womanly. Except as otherwise provided in this purchase order, the Sellers liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties 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 Pemhazer may make clarage, to legal temw by women change order 5. CHANGES IN COMMERCIAL TERMS. The Purchase may make any changes to the tames, other than legal names, including additions to or delerim s from the qumtlfies originally ordered in the specifimtions or drawings, by vabal or wnnen change order. If any such change affects the amount due or the time ofperfonnance hereunder, an equitable adjustment shall be made. 6. TERMINATIONS. The purchaser may at my time by written change under, Mundane this agreement as to my or all portions of the good then not shipped, subject Ira any equitable admorma t berwmn the famous as 10 any work or ma arias then in pragrccs provided that the pumhsur and tar be liable for my claims for anticipated profits on the uncompleted portion of this goods moor work, for incidental on caners,ar al damage, and that an such adjmmnent be made in favor of the Sella win raped to my goods which see the Seller standard stack No such termination shall relieve the Purchaser nr the Seller mfany of heir obligations. no my good delivered heremdtt. 'I. CLAIMS FOR ADJUSTMENT. Any claim for adjustment must be asserted within thirty (30) days from Ne date the change or termination is ordered. S. COMPLIANCE WITH LAW. The Sella warrants that ell goods sold hereeeMer slWl have hen produced, sold, delivered and f ished in shirt complima min all e,liable laws ab regulafians to which the goads are subject. The Sella.hall cOunde and deliver such doctmermts as may be requieed to effect or evidence compliance. All laws and mgulaions required m be incorporated in agreements of this chasaztee sre hereby incorporated herem by this reference. The Seller agrees to indemnify and hold the Purchaser harmless firm all costs must damages saffere d by the Purchmen as a result of the Sellers fixture to comply win such law. 9. ASSIGNMENT. Neither party still msign, transfer, or convey this order, or my monies due or to become due hereunder without the prior wrirm consent ofthe other parry. 10. TITLE. The Seller warm ns full, Clear and unrestricted rifle to da, Pumhasex for all equipment, mammals, and items fiunubed in peffoemmce of this agrteneen4 f at clear of any and fill liens, mordctiam, a«rvaW., ucmry mmreen mcumbMwy; avd claims ofothers. 13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS. If the Purchaser directs the Seller to comet nonconforming or defective good by a date to be agreed upon by me Purchaser and the Sella, end the Sella therafler indicator its imbiltly or tmwillingmss to comply, the Parchment May come the work to be perfanmed by the most expatriates means available m it, and the Sella shall pay all cents assOcvted wild such work. The Seller shall release the Purchaser and its contractors of any tin from all liability and claims of any moue resulting from the performance of such work. This release shall apply even in the event of fault of negligence of the parry released and shall extend to me dirennrs, officers and employees of such pang. The Sellers mntnaual obligations, including warranty, shall not W droned to be reduced, in any way, became such work is performed or mused to be, performed by the Fractions. 14. PATENS. Whenever the Seller is required to use my dongq device, material or process covert by lever, pmmm, trademark or copyright, the Seller shall indemnify and save harmless the Purchaser fmm my and all claims fen infringement by reason of the use of such patented design, device, material or process in Mutation with the mnnact, and shall indemnify the Purchaser for any cast, expense or damage which it may be obliged no pay by reason of such infringement at any time during the prosecution or after the completion of the work. In case said equipment, or my pan thereof or the intended use of the goods, is in such suit held to constitute infringement and the we of said equipment or pm is enjoined, the Sella shall, at its own expense and at its option, cider procure for the Purchase me eight W continue in, said egmpmem Or pans, replace the sauce with intensionally equal but mninfringing aquipmmt, a modify it an it hcomor ooninfnnging. 15. INSOLVENCY. If the Sella shall become insolvent or banlaupt, make an assigmnem for the benefit of cra lmors, appoint e err trustee far my of $e Sellers pmpmy ar bminas, this order may forthwith be, metaled by the Porchazer without liability. 16. GOVERNING LAW. The definitions oftemts coed or the interpretation ofthe agreement and the rights of all parties herennd. shall be constmt under and governed by the laws ofthe Sure of Colomdo, USA. The following Additional Conditions apply only in taus where the Sella IS to perform work hereunder. including doe services of Sellers Rcmesevtative(s), an the plcmises ofmiera 17, SELLERS RESPONSIBILITY. The Seller shall tarty not said work al Seller own risk ..,it the aame is fully completed at accepted, and shall, in u of my accident, destruction or injury to the work anoor twtmals before Stiles final completion and acceptance, complete the work at Sellers own expense and to the mtisfacfion of the Purchase. When emmrials and equipment are furnished by others for installation or election by the Sella, the Seller shall receive, unload, store and handle same at the site and become responsible therefor as though such materials moor equipment were beingf zhed by the Sell. "a the order. 18. INSURANCE The Sell. shall, at his own expense, provide fen Ore payment of workers compensation, including Occupational disease benefits, to its employees employed an or in ran ore ion with Ore work mveld by this Purehace order, coffer to their depeMmu in watchcase with the laws of the since in which the work is in h dome The Sena shall also any exmprehemive general liability including, but not baited to, mntm and and automobile public liability insurance with bodily injury and death limits of at leaar 5300,004I for any one person, g500,000 for any one accident and properly damage limit per accident of S400,000. The Seller shall likewise require his contractorm, if any, to provide for such compensation and insurance. Before my of the Sellers or his emmnors employees Shall do my work upon the premises of others, the Sella shall famish the Purchmer with a certificate that such compensation cad insurance lave ban provided. Such certificates shall specify the dam when such communist and insurance have been provided Such certificates shall spm the date when such compensation at insurance expire. The Sella agrees than such compensation rout imarance shall be cmiectiimd mail after the entire work is completed and exceytt 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Sella hereby assathe main, re samibility and liability for my and At damage, Iats in injury of my kind or nature whosoever to prowas or properly accord by or rauling firm 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 or all of the Purchasers officers, agents and employees from and against my and all claims, losses, damages, charges or expenses, whether direct or indirect and whether us peesmns in property to which the Purchaser may be put or subject by reason of my act, whom neglect, omission or default an me part of the Sella, any of his contractors, or my of fe Sellers or emission; alfcers, agents or employees. In case my suit in other proceedings shall be brought against the Purchaser, or its officers. agents or employers at MY time m remmt or by rezmv of my act, action, millet, omissive m &too[, of that Seller of my of his contractors or any of its or Heir oMs., agents or employees as aforesaid, fie Sella hereby agrees In assume fie defame thereof and to defend the same of the Sellers own expense, to pay my and all cents, charges, atuddi fees and other expenses, any and all judgments fat may the incurred by or obtained against the purchaser or my of its or fseh oBicars, agents or employees in such suits or other pmcetings, and in case judgment or office lien be, placed upon a obtained against the property of the purchaser, or said parties in or as a result ofsuch suits or other pmcetingsr the Seller will at once taus, the come to we dissolved and discharge by giving bond ar ofrrwi., The Seller and his contractors shall take all safety precaufns, famish and install all grand n canary for she prevention of metric=, comply wif all Wwn and regulations with regard to safety mchdur& but without limitafn, the Occupational Safety and Health Act of 1970 and all cola and regulations issued pursuant NCrtlo. Revised 071'2014